The Will Blodgett Lawsuit: Summary Judgment and Delaware Ruling

The Will Blodgett lawsuit against Fairstead reached a decisive turn on May 13, 2026, when the Delaware Court of Chancery ruled that the affordable housing firm had no right to cancel Blodgett’s vested equity after firing him, and had itself breached its LLC agreements by doing so. Blodgett’s attorneys say he is owed tens of millions of dollars. The case is not finished: a separate arbitrator had already found Blodgett breached his employment agreement, and a remedy phase to value the canceled equity is still to come.

How the Fight Began

Blodgett co-founded Fairstead in 2014 with hedge fund manager Stuart Feldman, who supplied the capital, and attorney Jeffrey Goldberg, who served as CEO. By 2021, Blodgett and colleague John C. Tatum III believed they were driving much of the firm’s growth and wanted a much larger ownership stake. Fairstead’s tax credit business alone, which Tatum led, generated roughly $181 million in developer fees between 2017 and 2022.¹

In May 2021, Blodgett demanded a restructuring that would make him a managing member with 40% equity and a path to full control. Feldman saw the proposal as a hostile takeover and refused.¹ Around the same time, Goldberg was monitoring Blodgett’s emails and found an invoice from an outside law firm connected to forming a new company. Fairstead terminated Blodgett for cause and declared all of his equity interests canceled.² Blodgett has described the stakes as tens of millions of dollars, including a 15 percent share of carried interest in property subsidiaries and direct equity stakes he had purchased in several buildings.³

What followed was a legal fight split across three forums: arbitration over the employment agreement, the Delaware Court of Chancery over the LLC agreements, and a stayed New York trade-secret action.

The 2025 Arbitration: A Split Decision

Arbitrator Kathleen Roberts issued her ruling on April 2, 2025. She found that Blodgett breached his employment agreement in two ways. He shared confidential Fairstead financial data and a confidential investment opportunity with the Sussman and Tisch family offices, which are tied to his in-laws, to show potential backers what his proposed new company could achieve.² He also breached his fiduciary duties by improperly soliciting Fairstead colleagues, including Tatum, Billy Kreinik, and Adam Sussi, to work on plans for a competing firm while still employed.⁴

On the money, Fairstead lost almost everywhere. Roberts read the employment agreement to permit cancellation only of equity tied to “pending deals,” not Blodgett’s entire stake. She rejected Fairstead’s $34 million damages claim for undisclosed business opportunities, finding the company had not shown Blodgett used its information to gain a competitive advantage or steal specific deals. She also denied Fairstead’s request for $433,989 in public relations fees. Fairstead was awarded attorneys’ fees as the party that “substantially prevailed on the critical claims and issues,” though the amount was not fixed at that stage.⁵

The May 2026 Delaware Ruling

The arbitration answered whether Blodgett had breached his employment agreement. It did not answer whether Fairstead could use its separate LLC agreements to cancel equity the arbitrator had left intact. That question went to Vice Chancellor J. Travis Laster in the Delaware Court of Chancery, and on May 13, 2026, he granted summary judgment for Blodgett.⁶

Laster’s reasoning turned on a distinction between Blodgett’s role as an employee and his role as a member of the LLCs. The confidentiality breaches and improper solicitation, the court found, were things Blodgett did as an employee, governed by his employment agreement. They did not trigger any obligation the LLC agreements imposed on him in his capacity as a member. Laster warned against embedding employment-style restrictions in LLC agreements to sidestep employment-law protections, writing that the two kinds of agreements “operate on different conduct.”⁴

The court went further and held that Fairstead had itself breached the LLC agreements by canceling Blodgett’s interests without any right to do so. Blodgett’s attorneys say the wrongly canceled equity is worth tens of millions of dollars.²

The Parallel Tatum Ruling

The Blodgett summary judgment did not come out of nowhere. Tatum brought his own suit after Fairstead canceled his equity, and Laster found Tatum and Blodgett had effectively formed a common-law partnership in their efforts to restructure Fairstead or launch a competing firm, which made the Blodgett arbitration findings binding on Tatum as well.¹

In October 2025, Laster ruled largely for Tatum after trial, finding Fairstead had breached its operating agreement by canceling Tatum’s vested interests and using a “lowball price” to repurchase his equity. Fairstead prevailed only on a narrow counterclaim: Tatum had breached his employment agreement by downloading and retaining company documents, entitling the firm to its investigation costs.¹ In April 2026, the court awarded Tatum $4,713,484.71 in attorneys’ fees plus $500,000 for Fairstead’s breach of the operating agreement’s good-faith provision.⁷

What Is Still Open

The May 2026 ruling settled liability, not damages. The court has ordered the parties to propose a schedule for a remedy phase that will determine the value of Blodgett’s improperly canceled equity.⁴ No appeal has been filed as of mid-2026, although Fairstead attorney Michael Carlinsky has referred publicly to the possibility of “remedies, [or] appeals.”²

The New York trade-secret suit Fairstead filed against Blodgett and his new firm, Tredway, in 2022 was stayed by Judge Nancy M. Bannon in May 2024 pending the arbitration, which she found “inextricably interwoven” with the New York claims.⁸ Blodgett founded Tredway in 2021 after leaving Fairstead, and Kreinik and Sussi, the two former Fairstead vice presidents the arbitrator found he had improperly solicited, joined him as managing partners in January 2023.⁹

1
Midpage. Tatum v. Fairstead Affordable LLC
2
The Real Deal. Will Blodgett Wins Summary Judgement in Fairstead Case
3
The Real Deal. Fairstead Partners Turn on Each Other
4
HRD America. Court Limits Employers Right to Cancel Fired Execs Equity for Cause
5
The Real Deal. Fairstead, Will Blodgett Both Declare Win in Ongoing Legal Fight
6
Justia. Fairstead Capital Management LLC v. Blodgett, C.A. No. 2022-0673-JTL
7
ALM. Tatum v. Fairstead Fee Order
8
NY Courts. Fairstead Capital Management LLC v. Tredway Management LLC
9
CityBiz. Tredway Appoints Billy Kreinik and Adam Sussi as Managing Partners