He typed both signatures himself and declared himself majority shareholder
An unsigned employment agreement torpedoed a whiskey startup lawyer's bid to claim control of the company.
Delaware's Court of Chancery recommended dismissing nine of eleven counts on October 1 in a dispute over Hava Nation Corp., formed to develop a whiskey brand. The attorney had been recruited as general counsel after a seed investor put $1.2 million into the venture in March 2025.
He drafted his own employment agreement - $100,000 annual salary, 5,000 immediately vesting shares, 5,000 stock options, a signing bonus, and severance rights. The seed investor reviewed it and emailed: "Thanks. Works for me, including 4a. I suggest dating the PDF Monday, May 19 and I'll sign on that date."
He never signed.
The attorney started working anyway. By early June, the seed investor had verbally offered him the CEO role and 9,700 additional shares. He was formally introduced as CEO at a recorded company meeting on June 9.
Two days later, the seed investor tried to fire him. The attorney alleged retaliation. By June 24, approximately $960,000 had been transferred out of company accounts. The attorney issued demand letters, declared equitable liens on shares held by other parties, and - claiming majority-shareholder status - purported to terminate the co-founder, strip him from the board, and rewrite the capitalization tables.
The co-founder disputed all of it and kept holding himself out as CEO.
The court cut through it. Applying Texas law per the agreement's choice-of-law clause, the Magistrate found the document's own language - signature blocks, a signing bonus triggered by signing, and a clause requiring "actual or facsimile signature" - all pointed to formal execution as the condition of being bound. The attorney had typed "/s/" on both signature lines himself; that did not constitute the seed investor's signature.
Months of accepted work did not save it. Accepting someone's services, the court held, does not amount to agreeing to specific contract terms when parties contemplated signing as the condition of assent.
No agreement meant no shares. No shares meant no standing for derivative claims. The self-declared liens fared no better - Delaware law requires a court-ordered process to attach shares, not a unilateral declaration.
Two counts survived: promissory estoppel and quantum meruit, seeking pay for work actually performed.
For HR teams, the case puts a fine point on onboarding: verbal offers, email approvals, and months of accepted work do not bind an employer when the contract contemplates a signature that never comes.
