Computer law expert opinion Adam Viziri:

“Next area is ‘substance over form’. If, for instance, the digital asset promises a return, provides a dividend, provides access to the capital appreciation of a project then you are building an investment instrument regardless of how it looks.”

Masternodes are a digital asset which promise a return/dividend, thus they are investment instruments.

Duffield's lawyer must know this, but either thinks THE DARKCOIN FOUNDATION INC. can get away with it, or is helping some TLA build a honeypot in exchange for immunity.