Odd story. The point at which you're selling your stake for $100, you've basically decided to give it away. Which raises the question: if he was just going to get $100 and nothing more, why not just hang on to it?
Edit: no theory needed. The lawsuit goes on to say the $100 is the price the co-founder originally paid for the shares when the company was formed.
The complaint simultaneously tries to paint the co-founder as absolutely vital to the success and creation of everything the company did, while at the same time only taking 15% of the company (the CEO started with 70%) and completely unaware of anything regarding the company's assets, income, or valuation, despite apparently negotiating multiple hundred thousand dollar funding campaigns and contributing $15k of his own money. Is it common when you're in the "getting grants from NGO's, before even seed VC funding" part of starting a company for one of three founders to be negotiating these $100k+ funding deals without any access to the company finances?
Didn't follow any public statement of the CEO, didn't have an insight or access to the books despite apparently multiple times running into funders complaining that the company appeared to be mis-managing funds, and apparently didn't even blink an eye (other than to note it I guess) that the deal that he thought was selling his shares back to the company was instead written to sell it to the CEO personally.
CEO may have been crooked as any man could be, but the co-founders own complaint really makes it seem like he walked through his entire run there with his eyes tightly shut.
My former business partner tried to pull a similar stunt. He mailed me a check for a few dollars (the original purchase price), along with a cheery matter-of-fact explanation. He assumed I'd cash the check and in doing so give away my vested shares for almost nothing, but luckily I did not. Sent a letter back explicitly stating I continued to own the stock and that the shares were not eligible for repurchase under our repurchase agreement.
Such an agreement would not be valid in court as there wouldn't be an exchange of consideration.
Consideration is only required to enforce a contract for future performance, since otherwise there is no harm in breaking the contract.
Furthermore, consideration isn't required to enforce future performance. It's a fundamental basic requirement to have a contract in the first place. Without consideration, there is no contract.
I have other financial processes which rely upon timely processing of my completed tax filing, and every year it causes me trouble. So if something is thought to be worthless and about to fold, "just hang onto it" could cause a non-zero amount of headaches.
If you're just holding shares/options in a corporation that isn't going through ownership changes, that problem doesn't exist.
That said, there are still valid reasons to cut ties with past partners/employers.
It is not strange that tax laws favour the well healed lawyered up.
Likely the CEO explains that it's worth nothing, they're re-organizing things for such and such a purpose, and the 15% stake in the cap tables is an inconvenience preventing a possible deal. Please could you do us a favor and help us clear that from the cap table.
I'm the kind of person that would fall for that.
I've also done what the founder in the article has done - sold equity for very little.
The reasons for doing so are various - most of those reasons being more practical or rational than you might expect.
In my case, I sold my share because I had no faith in the vision, or faith in the potential or even worth of what we pivoted to. I had enough equity that I had a fiduciary responsibility to further the goals of something I was confident would tank the company. It was either fight the board/VCs and my cofounder, risk being sued for not acting in the best interests of shareholders, or sell me stake and move on.
Said company went out of business 2 months later as it pursued its unviable, worthless pivot.
Human nature is to trust on face value. Sometimes that trust is not warranted.
I assume I can be fooled.
I for many people including me, defence against dog eating dog business has to be learned.