A corporate and contract law dispute came before the Delaware Court of Chancery on the plaintiffs’ letter request for leave to file a motion for summary judgment. The plaintiffs alleged that the defendant breached a Side Letter Agreement and multiple Simple Agreements for Future Equity (SAFEs) by improperly routing over $2.7 million of nominal defendant 1Zer0 Labs, Inc. d/b/a Fancurve’s capital to satisfy personal debts instead of financing legitimate corporate activities. To support their claims of corporate malfeasance, the plaintiffs asserted that document metadata and records from German criminal authorities proved that the relevant promissory note and board consents were backdated and fabricated. These remain allegations; the court made no findings on them.
The defendant, proceeding pro se, opposed the request, arguing that the authenticity of the corporate documents and the underlying intent could not be resolved on the papers. He further asserted that calculating damages under the SAFEs required a factual analysis of liquidation priorities, senior obligations, and Fancurve’s insolvency, particularly given a severe decline in non‑fungible token transaction volumes during the relevant period that created a triable issue of fact regarding causation.
The Court of Chancery denied the plaintiffs’ request for leave to file the motion. Vice Chancellor Will concluded that the disputes on Count IV — breach of the Side Letter Agreement — implicate issues of fact and credibility determinations that are unsuitable for resolution on the papers, and that Count V, concerning the SAFEs, requires further factual development to clarify the application of the law. The court’s reasoning was case‑specific rather than categorical: as the Delaware Supreme Court has put it, “[i]f the matter depends to any material extent upon a determination of credibility, summary judgment is inappropriate.” Cerberus Int’l, Ltd. v. Apollo Mgmt., L.P., 794 A.2d 1141, 1150 (Del. 2002). Finding it most efficient to proceed to trial in July as scheduled, the court declined to entertain the motion.
Two points bear emphasis. First, the denial of leave to file a summary judgment motion is a procedural ruling about the suitability of the record for resolution on the papers — it is not an adjudication of a filed summary judgment motion, and it says nothing about the merits. Second, the June 2, 2026 decision made no determination of liability against the defendant on any of the disputed allegations.
The case is Greenfield One III GmbH & Co. KG v. Chaney, C.A. No. 2024‑0663‑LWW (Del. Ch. June 2, 2026).
David Seidman is the principal and founder of Seidman Law Group, LLC. He serves as outside general counsel for companies, which requires him to consider a diverse range of corporate, dispute resolution and avoidance, contract drafting and negotiation, real estate, and other issues. He can be reached at david@seidmanlawgroup.com or 312-399-7390.
This blog post is not legal advice. Please consult an experienced attorney to assist with your legal issues.
Image: Microsoft
