Background
Ekaterina Tchernavskikh and Peter “PJ” Accetturo co-founded FilmPort, Inc., an AI film-production company, in 2024. Tchernavskikh alleged that she initially received a 30% equity interest and later agreed to remain with FilmPort in exchange for an additional 20% interest and a board seat. A restricted stock purchase agreement governed at least some of her shares, while a capitalization table and other communications identified her as a 50% stockholder and as FilmPort’s CEO and co-founder.
After Accetturo and FilmPort COO Tawny Toci terminated Tchernavskikh’s employment in February 2025, FilmPort purportedly repurchased her shares. Tchernavskikh sued individually and derivatively on FilmPort’s behalf, challenging her termination and the stock repurchase. Defendants moved to dismiss, arguing that she lacked derivative standing and had not adequately pleaded her individual claims.
The Court’s Holding
The Court granted the motion in part and denied it in part. Although Tchernavskikh did not plead with particularity that she was a de jure or de facto FilmPort director, she adequately alleged continuing stock ownership—and thus derivative standing—because her original 30% interest may have existed independently of the restricted stock purchase agreement and may not have been subject to FilmPort’s repurchase option. Resolving the parties’ competing interpretations of the ownership documents required factual development.
The Court also allowed Tchernavskikh’s declaratory-relief and conversion claims to proceed. Her allegations presented an actual controversy over her ownership interest, termination, and the validity of the repurchase, and plausibly alleged that defendants exercised unauthorized control over her shares. The Court dismissed with prejudice her breach-of-contract claim because Accetturo allegedly acted for FilmPort rather than binding himself personally, and dismissed her fraud and negligent-misrepresentation claims because her own allegations and documents indicated that the representation that she held 50% of FilmPort was true when made. Counts I–V, VII, and XI survived; Counts VIII–X were dismissed with prejudice.
Key Takeaways
- A derivative plaintiff can survive dismissal by particularly pleading a reasonably conceivable basis for continuous stock ownership, even when the scope of a contractual repurchase right remains disputed.
- Serving as CEO, co-founder, or operational leader does not by itself establish de jure or de facto director status without allegations of formal appointment or the exercise of board-specific authority.
- Fraud and negligent-misrepresentation claims fail when the complaint’s own theory and supporting documents show that the challenged representation was true when made.
Why It Matters
The ruling illustrates that Delaware courts generally will not resolve disputed stock-ownership arrangements or competing interpretations of corporate documents on a motion to dismiss when the plaintiff’s account is reasonably conceivable. That principle can preserve both derivative standing and ownership-based claims such as conversion through discovery.
It also underscores the need to distinguish corporate promises from an officer’s personal contractual obligations and to plead facts showing actual board status rather than relying on executive titles or operational authority. Because leave to amend was denied, the inadequately pleaded contract and misrepresentation claims were dismissed with prejudice.