A Delaware court has ruled against Immutable Holdings Inc.'s motion to dismiss a counter-counterclaim filed by David Namdar. This decision allows Namdar to continue pursuing claims related to his employment and investment with the blockchain holding company. The ruling, issued on July 17, 2026, is significant as it addresses procedural issues regarding counterclaims in the Delaware Court of Chancery.
The case, filed under docket number 2024-0535-CDW, involves Namdar, who previously served as president of Immutable and invested $1 million in the company. The dispute centers around allegations of breach of contract and claims of fraudulent inducement related to an employment agreement.
Namdar's counter-counterclaim arose after Immutable filed counterclaims against him, asserting that he breached the employment agreement. The court's ruling means that Namdar's claims regarding his compensation and equity stake in Immutable will be heard, which could have implications for both parties.
Background
David Namdar is an individual residing in San Juan, Puerto Rico. He invested $100,000 in Immutable Holdings Inc. on January 26, 2021, and later became its president. Immutable, a Delaware corporation, operates in the digital asset ecosystem and has its principal place of business in San Juan, Puerto Rico.
The conflict began when Namdar alleged that he entered into an oral compensation arrangement with Immutable, which promised him a 6.5% equity interest in the company. However, he later alleged that Immutable and its executives took steps to prevent him from receiving this compensation as the company prepared for a public offering. This included his exclusion from key meetings and the omission of his name from Immutable's share register.
In August 2022, Namdar executed an employment agreement with Immutable, which included provisions for a monthly salary and equity compensation. He claims that Immutable breached this agreement by failing to pay his salary and provide the equity he was promised. Namdar initially filed a complaint in May 2024, seeking to have the employment agreement declared void due to alleged fraudulent inducement.
The Ruling
The court ruled against Immutable's motion to dismiss Namdar's amended counter-counterclaim. The judge noted that the Court of Chancery Rules permit counterclaims in response to a counterclaim, which is a significant aspect of this ruling. The court stated, "Counterclaims in reply are not entirely unknown in our court... the plain language of the Court of Chancery Rules permits them." This ruling allows Namdar to pursue his claims regarding breach of contract and compensation.
Additionally, the court found that the doctrine of res judicata did not apply in this case, as there was no prior action that had been litigated to finality. The judge emphasized that res judicata only applies to successive litigations, not within the same case. Furthermore, the court ruled that the amended counter-counterclaim was not barred by laches, as it was filed within the applicable statute of limitations.
Impact
This ruling is important for Namdar as it allows him to continue his legal battle against Immutable Holdings. If successful, Namdar could potentially recover damages related to his claims of unpaid salary and unfulfilled equity promises. The decision also clarifies procedural aspects regarding counterclaims in Delaware's Court of Chancery, potentially influencing how similar cases are handled in the future.
For Immutable, the ruling means that they will have to defend against Namdar's claims in court, which could involve significant legal costs and potential liability if the court sides with Namdar. The case highlights the complexities of employment agreements and the importance of clear communication and documentation in business dealings.
What's Next
The case will proceed with Namdar's claims being heard in court. It remains to be seen whether Immutable will appeal the ruling or if there are related cases pending that could impact the outcome. The ongoing litigation will likely involve further discovery and legal arguments as both parties prepare for trial.