Court of Chancery · C.A. No. 2023-0766-PAF
Every integrity claim an investor brought against me in 2023 is closed, permanently, in my favor. On 1 June 2026 the Delaware Court of Chancery dismissed all three of them — Counts II, IV and VI — with prejudice; on 25 June 2026 it declined to reconsider. What remains are three ordinary commercial counts, still undecided. Both signed orders are on this page, in full, and you should read them instead of this summary.
Claims as numbered in the operative pleading, the Verified Amended Complaint of 18 March 2024. The 2023 original complaint numbered them differently, so a number alone is ambiguous — the claim names below are the reliable identifier.
| Claim | Disposition | Date |
|---|---|---|
| Misrepresentation claim (Count II) | Dismissed with prejudice | 1 Jun 2026 |
| Conversion (Count IV) | Dismissed with prejudice | 1 Jun 2026 |
| Delaware Securities Act, 6 Del. C. § 73-605(a)(2) (Count VI) | Dismissed with prejudice | 1 Jun 2026 |
| Appointment of a custodian (Count I) | Dismissed without prejudice | 1 Jun 2026 |
| Breach of fiduciary duty (Count III) | Pending — undecided | — |
| Unjust enrichment (Count V) | Pending — undecided | — |
| Breach of contract, Amended Janeville SAFE (Count VII) | Pending — undecided | — |
Verbatim, from the two signed orders linked below. Nothing here is paraphrased.
“For the reasons stated in the court’s telephonic ruling earlier today, the motion is granted in part and denied in part. Count I is dismissed without prejudice. Counts II, IV, and VI are dismissed with prejudice. The motion is denied as to Counts III, V, and VII.”
Vice Chancellor Paul A. Fioravanti, Jr. — order of 1 June 2026, court authorizer comments, eFiled 11:36 EDT, Transaction ID 79605220
The plaintiffs moved for reargument of the Count II dismissal. On 25 June the court denied it, in an order that runs to about two pages of reasoning — the fullest statement of the court’s thinking available anywhere for free.
“Count II was dismissed because Plaintiffs failed to plead, with the particularity required by Court of Chancery Rule 9(b), allegations sufficient to show that they acted in justifiable reliance on an alleged misrepresentation or omission.”
“The Motion acknowledges that paragraph 157 lacked sufficient particularity to sustain the claim.”
“Plaintiffs did not allege with particularity the specific misrepresentations or omissions upon which they relied. They pointed generally to 57 paragraphs of the Amended Complaint concerning various reports circulated at different times but failed to identify the particular statements or omissions that allegedly induced their investments.”
Order of 25 June 2026, stamped DENIED, eFiled 14:22 EDT, Transaction ID 79874858
A dismissal at this stage is a ruling that the claims as pleaded were not legally sufficient to go forward. It is not a verdict after a trial, and I am not going to present it as one. What makes it worth putting on a page is the phrase with prejudice: those three claims cannot be brought again in this action. Count II was then tested a second time, on the plaintiffs’ own motion, and the dismissal held.
The case that ran three years has shrunk to three ordinary counts: two derivative claims over 2020–2023 company expenses — any recovery would flow to the company itself — and one contract-consent claim. Accounting and negotiation now, not accusation. None of it has been decided, and none of it questions integrity.
I would rather state that plainly here than have someone discover it. The strongest thing I can say about this record is also the most literal one, and anything more than the literal version would be worth less.
Downloaded from the docket and hosted here so that checking me does not depend on a third-party vendor. Each carries the court’s own eFiling stamp and the Vice Chancellor’s electronic signature.
Two limits, stated rather than left for you to find. The 1 June reasoning was delivered as a telephonic bench ruling and both clerk’s forms point to a transcript that is not on the public docket. So the court’s recorded reasoning covers Count II only — there is no public statement of why the other two counts were dismissed, and I am not going to characterise reasons I have not read.
And this page is a snapshot: accurate as of 29 August 2026. A later docket entry will make it stale, and when that happens I will change it here rather than let it sit.