A Delaware court has ruled on a case involving Ekaterina Tchernavskikh and Peter "PJ" Accetturo, co-founders of FilmPort, Inc., an AI film production company. The court's decision addresses Tchernavskikh's claims regarding her ownership stake in the company and the validity of her termination. This ruling is significant as it clarifies issues of corporate governance and shareholder rights within Delaware law.
The court issued its opinion on July 20, 2026, in response to a motion to dismiss filed by Accetturo and other defendants. The ruling affects Tchernavskikh, who alleged that she suffered losses due to her termination and the subsequent handling of her equity in FilmPort. The decision could have broader implications for similar disputes in corporate governance and shareholder rights.
Background
The case, Ekaterina Tchernavskikh v. Peter "PJ" Accetturo, et al., was filed under docket number 2025-1284-LM. Tchernavskikh and Accetturo founded FilmPort in September 2024, with Tchernavskikh serving as Chief Technology Officer (CTO) and Accetturo as Chief Executive Officer (CEO) and sole director. Initially, they agreed on a 70-30 equity split, with Accetturo holding 70% and Tchernavskikh 30%.
However, after a controversial video posted by Accetturo went viral, the two parties reached a new agreement on October 3, 2024. This agreement allegedly granted Tchernavskikh a director position on the board and an additional 20% equity stake, making them equal shareholders at 50% each. The dispute escalated when Tchernavskikh's employment was terminated in February 2025, followed by Accetturo's email announcing FilmPort's dissolution in March.
Tchernavskikh filed her complaint on November 6, 2025, claiming she was wrongfully terminated and that her equity in FilmPort was mishandled. She sought damages for lost equity, compensation, and emotional distress, among other claims. The defendants moved to dismiss her claims, arguing that she lacked standing to sue on behalf of FilmPort and that her individual claims were insufficient.
The Ruling
The court ruled on several key issues in the case. It found that Tchernavskikh failed to establish standing to bring derivative claims on behalf of FilmPort, as she did not adequately plead her status as a director. The court stated, "The Complaint does not allege facts with particularity to support her director status," emphasizing that Tchernavskikh's role as CEO did not automatically confer directorship.
However, the court also determined that Tchernavskikh had sufficiently pleaded her status as a stockholder. The court noted, "Plaintiff adequately pleads she is a valid FilmPort stockholder," indicating that her original 30% equity stake may not have been subject to the company's repurchase provisions. Therefore, the court denied the defendants' motion to dismiss Tchernavskikh's claims regarding her stockholder status.
Additionally, the court dismissed Tchernavskikh's claims for breach of contract, fraud, and negligent misrepresentation, stating that she failed to state valid claims. The ruling highlighted that the allegations did not sufficiently distinguish between personal promises made by Accetturo and actions taken on behalf of FilmPort.
Impact
This ruling has significant implications for corporate governance and shareholder rights in Delaware. By clarifying the requirements for establishing directorship and stockholder status, the court's decision provides guidance for future cases involving similar disputes. It reinforces the necessity for clear documentation and formal procedures in corporate governance.
The decision also emphasizes the importance of distinguishing between personal and corporate obligations in contractual agreements. This could affect how corporate officers communicate and negotiate with shareholders and employees in the future, potentially leading to more formalized agreements to avoid disputes.
What's Next
While the court's ruling resolved some aspects of the case, Tchernavskikh's claims regarding her stockholder status and other individual claims remain active. The defendants may choose to appeal the decision regarding her stockholder claims. Further proceedings will likely focus on the remaining claims that were not dismissed.