Delaware Chancery Sides With Will Blodgett in Fairstead Equity Cancellation Dispute
Vice Chancellor Laster grants summary judgment to the Tredway founder, finding that Fairstead’s LLCs breached their own agreements when they stripped his stake. Damages remain to be determined.
Court & Docket Desk
The Delaware Court of Chancery has ruled that affordable housing operator Fairstead had no contractual right to cancel the equity interests of William Blodgett, one of its founding partners. Vice Chancellor J. Travis Laster issued the opinion on Wednesday, May 14, 2026, granting summary judgment to Blodgett in the suit Fairstead had filed against him. Lilah Burke first reported the decision for The Real Deal.
The ruling resolves a central piece of a dispute that has moved between arbitration and the Chancery Court for years. Blodgett countersued after Fairstead canceled his equity, and the court’s finding that the Fairstead LLCs were the ones in breach of the operative agreements opens the door to a damages award that his counsel says could reach the tens of millions of dollars. The size of any award has not been determined.
The legal hinge
Laster’s analysis turns on the line between Blodgett’s role as a Fairstead employee and his role as a member of the LLCs that held his ownership interest. An arbitrator previously found that Blodgett breached his employment agreement by sharing confidential information during the period he was preparing to leave the firm. The Chancery Court treated that conduct as belonging to the employment relationship.
The LLC agreements, in the court’s reading, were a different contract with a different set of obligations. Laster found that Blodgett did not breach those agreements, and that the Fairstead LLCs did when they canceled his stake on the basis of the employment-side conduct. As The Real Deal noted, the court concluded that Blodgett shared the information in his capacity as an employee involved in day-to-day operations, not as a member and investor.
What the opinion says about the operator
Laster’s opinion offers an unusually direct read on Blodgett’s role inside Fairstead. The court credits him with growing the firm’s affordable arm, running the day-to-day, assembling the team, and, in the court’s language, providing “the vision and the energy.” The opinion notes Blodgett’s own contemporaneous description of himself as the firm’s “golden goose” and his comment to co-founder Jeffrey Goldberg that “everyone says it’s my company.”
Laster does not treat that framing as bravado. “Fairstead enjoyed considerable success, and Blodgett and Tatum believed they were chiefly responsible for it,” the opinion states. “That was true.”
The arc of the dispute
Per The Real Deal’s reporting, Blodgett co-founded Fairstead with hedge fund manager Stuart Feldman and attorney Jeffrey Goldberg. By 2020 he and fellow executive John Tatum III had developed a restructuring plan and were exploring a new venture. When Feldman rejected the restructuring, Blodgett and Tatum began negotiating their exits. Goldberg, who had been monitoring Blodgett’s email, found an invoice from outside counsel tied to the new company. Fairstead terminated Blodgett and moved to cancel his equity.
This is the second time a court has rejected that cancellation. A related action involving Tatum was decided in his favor in late 2025.
Counsel statements
Elisha Barron, a partner at Susman Godfrey representing Blodgett, said the court “found in Blodgett’s favor on all claims, confirmed for a second time that Fairstead had no right to cancel Blodgett’s equity and recognized that Blodgett’s efforts and expertise were essential to Fairstead’s success.”
Michael Carlinsky, head of complex litigation at Quinn Emanuel Urquhart & Sullivan and counsel to Fairstead, signaled that the litigation is not finished. “This litigation has been ongoing for years, and unfortunately may take several more years before it is resolved,” he said, citing potential remedies and appeals.
The parties today
Fairstead reports a national portfolio of 25,000 housing units across 28 states. Tredway, the firm Blodgett founded after leaving Fairstead, has built, bought, or preserved 9,000 units across 11 states, with 1,500 units in development in New York City, per the company.
What’s next
The next phase of the case will turn on the damages owed for the canceled equity, and on whatever post-trial motions or appeals Fairstead pursues. Blodgett’s counsel has placed the figure in the tens of millions of dollars. The court has not.
