Fact‑Gathering and Credibility Assessments Require A Trial

A corporate and contract law dispute came before the Delaware Court of Chancery following a motion for summary judgment filed by the plaintiffs. 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 the nominal defendant 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 notes and board consents were backdated and fabricated.

The defendant, proceeding pro se, opposed the motion for summary judgment, arguing that the authenticity of the corporate documents and the underlying intent could not be resolved strictly on the pleadings. Furthermore, the defendant asserted that calculating damages under the SAFEs required a highly factual analysis of liquidation priorities and corporate insolvency, particularly given a severe decline in non-fungible token transaction volumes during the relevant period that created a triable issue of fact regarding financial causation.

The Court of Chancery denied the plaintiffs’ request for summary judgment, emphasizing the strict evidentiary limitations of resolving complex commercial fraud and breach of contract claims on the papers. Vice Chancellor Will determined that the core disputes implicated profound issues of fact and authenticity that required live testimony to assess the veracity of the corporate documents. The court held that summary judgment is strictly prohibited when the underlying commercial dispute relies heavily on the state of mind or the authenticity of heavily contested corporate records, noting that “[i]f the matter depends to any material extent upon a determination of credibility, summary judgment is inappropriate.” Consequently, the court ordered the parties to proceed to a full trial to clarify the factual application of the law regarding the SAFE agreements and the side letter.

The case is Greenfield One III GmbH & Co. KG v. Chris 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.