Vice Chancellor J. Travis Laster found the affordable housing firm’s LLCs were the ones in breach when they stripped the founder’s ownership stake.
The Delaware Court of Chancery has ruled in favor of Will Blodgett, the founder and CEO of affordable housing firm Tredway and a former founding partner of Fairstead, in a long-running dispute over equity Fairstead canceled after he was terminated in 2022. The ruling was reported by Lilah Burke at The Real Deal.
Vice Chancellor J. Travis Laster issued the opinion on Wednesday, May 14, 2026, granting Blodgett summary judgment in the case Fairstead had filed against him. The court found that Fairstead’s LLCs had no right to cancel his equity interests, and that the LLCs themselves breached the operative agreements when they did so. Because Blodgett countersued, the ruling sets up a damages phase that his counsel says could reach the tens of millions of dollars. The court has not yet determined the amount.
The line the court drew
An arbitrator previously found that Blodgett violated his employment agreement by sharing confidential information during the period he was preparing to leave Fairstead. The Chancery Court did not disturb that finding.
What the court did do was reject the argument that the same conduct gave Fairstead the right to cancel his ownership stake. Laster reasoned that the LLC agreements that governed Blodgett’s equity were a separate contract from his employment agreement. The conduct that violated the employment agreement was conduct in his role as an employee involved in day-to-day operations, not in his role as a member and investor. The court refused to use one to justify a remedy under the other.
How the court described Blodgett
The opinion gives an unusually direct read on Blodgett’s role inside Fairstead. The court credits him with running the day-to-day affordable housing business, building out the team, and providing “the vision and the energy” behind the firm’s growth. It acknowledges contemporaneous notes in which Blodgett described himself as the firm’s “golden goose,” and a conversation with co-founder Jeffrey Goldberg in which Blodgett said “everyone says it’s my company.”
“Fairstead enjoyed considerable success, and Blodgett and Tatum believed they were chiefly responsible for it,” the opinion states. “That was true.”
How the dispute reached this point
Per the Real Deal reporting, Blodgett co-founded Fairstead with hedge fund manager Stuart Feldman and attorney Jeffrey Goldberg. By 2020, Blodgett and fellow executive John Tatum III had developed a restructuring plan and were exploring a new venture. After Feldman rejected the restructuring, the two began negotiating their exits. Goldberg, who was monitoring Blodgett’s email, surfaced an invoice from outside counsel tied to the new company. Fairstead terminated Blodgett and moved to cancel his equity.
A related case involving Tatum was decided in his favor in late 2025. The current Blodgett ruling is the second time a court has rejected the cancellation.
What both sides said
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, indicated the firm is not done fighting. “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.
Where the two firms stand 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.
The next phase of the case will determine the size of the damages award and address any post-trial motions or appeals Fairstead pursues.