Ruling: Uniswap not a statutory seller; federal claims dismissed
A U.S. district judge in New York has dismissed with prejudice a years-long class action accusing Uniswap Labs of enabling “scam tokens,” ending the 2022 case in the Southern District of New York, as reported by CoinCentral. Judge Katherine Polk Failla oversaw the matter, which centered on whether Uniswap’s protocol and interface made the defendants responsible for third-party token sales.
On appeal, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal of the federal securities claims, holding that the Uniswap defendants were not “statutory sellers” under Section 12(a)(1) of the Securities Act, according to Morrison Cohen. In rejecting liability for open-source protocol authors based on others’ misuse, the appellate ruling clarified that maintaining decentralized code or infrastructure, without more, does not constitute a solicitation or sale under that statute.
Why this matters for DeFi liability and open-source developers
This statutory-seller holding narrows potential exposure for decentralized finance platforms and open-source developers, while leaving other pathways to liability outside federal securities law. State-law theories were not resolved on the merits at the federal level and were sent back to courts in New York, North Carolina, and Idaho, as reported by CoinDesk.
From a developer perspective, the distinction is between providing general-purpose tools and directly offering tokens to investors; the former, without targeted solicitation or control, is not treated as a sale under Section 12. “If you write open-source smart contract code and that code is used by scammers, the scammers are responsible, not the open-source developers,” said Hayden Adams, founder and CEO of Uniswap, as reported by The Block.
The policy environment remains unsettled. CFTC Commissioner Summer K. Mersinger has criticized “regulation through enforcement” in public remarks, warning that after-the-fact penalties can chill compliant behavior and push builders offshore, according to the CFTC.
At the time of this writing, Uniswap’s UNI token price was reported to have rebounded toward $4 in the wake of the dismissal, according to Crypto.news. This market context is descriptive only and should not be interpreted as guidance on future performance.
Timeline: district court decision to Second Circuit affirmation
2022: Plaintiffs filed a putative class action in the Southern District of New York alleging Uniswap enabled the trading of fraudulent tokens via its decentralized protocol and interface.
2023–2025: The district court dismissed the federal securities claims, and in February 2025 the Second Circuit largely affirmed that outcome while sending state-law issues to the appropriate state courts.
2026: Following the appellate guidance, the federal case in New York concluded with a dismissal with prejudice, closing a multi-year challenge to Uniswap Labs’ responsibility for third-party token listings.
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