https://drive.google.com/file/d/0B8Prk1VqEFwgcXNPMGpnMHFvRUk/view
↑これのテキストおこしと、その日本語訳のたたき台↑
（注）あくまでたたき台なので、精度は非常に悪いです。
45.Only after being induced to enter the TPA and Option did "Ripple" learn the truth - that R3 was anticipating significant changes to its "collaborative consortium” of banks, even as R3 was touting it.
R3 never missed an opportunity to tout these banks such as Goldman Sachs and JPMorgan - to prospective business partners like "Ripple".
The opportunity to connect with these types of institutions about its technology is what attracted "Ripple" to R3 in the first place.
However, within months after signing the TPA and Option, R3 announced departures of leading financial institutions from its consortium,
including three of the top six largest banks in the US-JPMorgan, Goldman Sachs, and Morgan Stanley - and one of the largest financial institutions (by revenue) in the world, Banco Santander
46.These events came as a shock to "Ripple".
First and foremost, R3's consortium of top financial institutions was of utmost importance to "Ripple".
News of departures of such influential members significantly decreased the value proposition R3
presented for "Ripple".
It was akin to a company promising a counter-party access to the leading US car companies, and then removing Ford and GM from the group.
47.R3 doubtless was aware of the shakiness of its consortium - and the likely departure of key members of its banking group - when R3 induced "Ripple" to execute the Agreements.
Despite this, R3 failed to disclose this material information and continued to trade on its inflated member list.
48.R3 was also under a duty to disclose these facts to "Ripple".
R3 had exclusive, peculiar knowledge of these facts.
In addition, R3 had a duty to disclose by virtue of its half truths.
R3 was aware of the importance to "Ripple" of R3's cooperation in trying to finalize the Commercial Partnership, and that R3's value to "Ripple" in the Agreements was
in no small measure due to the makeup of R3's consortium.
Before the TPA and Option were ever signed, R3 represented to "Ripple" that it could help "Ripple" position itself as a market leader in cross broader payments through R3's relationships with global banking institutions.
R3 explicitly represented itself-both in the TPA and at other times-as a gateway to its 50 plus consortium of member banks.
See, e.g., TPA at 1 ("WHEREAS, Distributed Ledger Group, LLC... has entered into an Advisory Services Agreement... with the 42 global banks party thereto."); id. at III.1 ("In consideration for its solicitation of R3 Members as Participating Members...”).
R3's representations of what it could do for "Ripple" through its growing list of banking members were improper when R3 knew, or should have known, that it was at risk of having many investor banks to withdraw from its roster-which ultimately happened.
49."Ripple" reasonably relied on R3's foregoing representations to its detriment when it entered into the TPA and Option agreements.
