A Delaware court ruled against Patrick Fetras in a case involving his former company, Lasso Inc., and its co-founders. The Court of Chancery dismissed all claims made by Fetras, who alleged that his co-founders sabotaged his job to repurchase his unvested shares at a nominal price. The decision impacts Fetras and the co-founders, as well as other employees and shareholders who may find themselves in similar situations.
Fetras, who served as Chief Marketing Officer at Lasso, entered into a Restricted Stock Purchase Agreement (RSPA) that allowed the company to repurchase his unvested shares if his employment was terminated. After his termination, Lasso repurchased his shares for $150. Fetras claimed that the co-founders intentionally made it difficult for him to perform his job, leading to his termination and the repurchase of his shares before they could vest.
The dispute arose after Fetras filed a lawsuit on October 31, 2025, against his co-founders—Jeffrey Richards, Levi Massey, and Joseph Gardner—and Lasso Inc. He alleged several claims, including breach of fiduciary duty and tortious interference, among others. The case was assigned to Vice Chancellor Will, who reviewed the motion to dismiss filed by the defendants.
In the ruling, the court found that Fetras's claims were primarily based on the RSPA, which governed the terms of his stock purchase and repurchase. The court stated, “his fiduciary duty, tort, and unjust enrichment claims cannot be used to circumvent that agreement.” The court emphasized that the claims failed as a matter of law, leading to the dismissal of the case.
The court also addressed Fetras's claims of breach of fiduciary duty, stating that he did not provide sufficient evidence to show that the co-founders acted as a controlling group. The court noted, “Fetras has not adequately pleaded that Gardner, Richards, and Massey formed a control group.” Furthermore, the court explained that the actions taken by the co-founders were within their rights under the RSPA.
Fetras's claims for breach of the implied covenant of good faith and fair dealing were also dismissed. The court ruled that he could not impose workplace protections he failed to secure during negotiations. The court stated, “If Fetras wanted guaranteed budgets or system access, he could have bargained for them.”
Additionally, the court found that Fetras's allegations of tortious interference were unfounded, as Delaware law does not recognize such claims in at-will employment situations. The court explained that Fetras did not identify a specific contract that was breached, stating, “At oral argument, his counsel argued that the claim concerns an ‘employment agreement’ created by his officer role and receipt of a salary.”
Fetras also brought claims for conversion and unjust enrichment, which the court dismissed, stating that these claims were governed by the RSPA. The court noted, “Fetras’s grievances—his termination and the repurchase of his unvested equity for $150—arise entirely from the exercise of the RSPA.”
Lastly, the court addressed Fetras's claims regarding advancement and indemnification under Lasso's bylaws. The court dismissed these claims as well, stating that Fetras was not defending against a lawsuit but had initiated one. The court ruled, “He relies on Mooney v. Echo Therapeutics, Inc. to argue that ‘defending’ litigation ‘sometimes involves affirmative maneuvers.’”
The court's decision to dismiss all counts with prejudice means that Fetras cannot refile these claims. The ruling sets a precedent for similar cases involving stock purchase agreements and the rights of minority shareholders in Delaware corporations.
Moving forward, it remains unclear if Fetras will appeal the decision. The court's ruling emphasizes the importance of clear contractual agreements and the limitations of claims that arise from those agreements. This case serves as a reminder for employees and shareholders to ensure their rights and protections are clearly defined in contracts.