IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`PAUL REDDICK,
` Plaintiff,
` v. C.A. No. __________
`SAMCART, INC.;
`SEAN M. BANKS;
`KUNAL ARORA;
`ANIL KHATOD;
`REN RILEY;
`HAROON MOKHTAZASDA
`JUSTIN SMITH,
`in his capacity as Director and Chief Executive Officer;
`SCOTT MORAN,
` in his capacity as Director and Officer;
`BRIAN MORAN,
`in his capacity as Chairman of the Board
`and De Facto Executive Officer;
` Defendants.
`VERIFIED COMPLAINT FOR FIDUCIARY BREACH
`NATURE OF THE ACTION
`This is a fiduciary action for breach of duty through post-notice ratification and officer-level
`misconduct arising from the unauthorized execution of a high-value contract in November 2024.
`The contract, transmitted by Chairman Brian Moran off-platform via DocuSign and personal
`Gmail, contained equity terms that had not been approved by the Board hours earlier.
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`The Board either (a) knew of the execution at the time and failed to act, (b) discovered it in
`March and allowed equity paperwork to proceed, or (c) was informed in April and continued to
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`EFiled: Dec 10 2025 09:57AM EST
`Transaction ID 77964192
`Case No. 2025-1431-
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`rely on the contract without repudiation.
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`In related Maryland proceedings, Defendants filed a sanctions motion claiming Plaintiff’s fraud
`allegations and inclusion of Brian Moran were baseless. After Plaintiff served a Rule 1-341 Safe
`Harbor notice outlining contradictory evidence, Defendants filed a judicial correction admitting
`prior filings misstated key facts. The court subsequently denied the sanctions motion on the
`papers. These events further support the claims asserted herein and confirm ongoing reliance on
`a disputed and improperly executed agreement.
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`Nothing in this Complaint seeks to void the executed November 2024 agreement. Plaintiff’s
`claims here are limited to post-execution governance failures, breaches of fiduciary duty, and
`improper reliance by the company and its Board.
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` PARTIES
` 1. PLAINTIFF Paul Reddick is an individual residing in New Jersey. Between 2023
`and 2025, Plaintiff served as a coach and strategic advisor to SamCart, Inc., leading its CreatorU
`division, generating over $7 million in revenue, and appearing in public-facing marketing and
`internal training materials. Plaintiff performed these duties without a signed agreement until
`November 27, 2024, when he executed a contract sent via personal Gmail and off-system
`DocuSign by Defendant Brian Moran. He brings this action as an individual directly harmed by
`post-notice fiduciary misconduct and corporate reliance on a disputed agreement.
` 1A. Standing Under Delaware Law
` Plaintiff asserts standing to bring these fiduciary claims because Defendants’
`misconduct caused him direct, individualized harm that is separate and distinct from any injury
`to SamCart, including reputational injury, misuse of his name, image, and likeness, and
`deprivation of rights arising from an agreement whose unauthorized execution and subsequent
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`reliance injured Plaintiff personally. These harms do not flow to the corporation but arise
`uniquely from Defendants’ post-notice governance failures.
` 1B. Equitable Standing / Ultra Vires Harm
` Delaware courts recognize equitable standing where fiduciary misconduct and ultra
`vires officer actions, subsequently ratified or left uncorrected by the Board, cause foreseeable
`harm to a third party who reasonably relied upon those acts. Plaintiff seeks relief solely for such
`individualized injuries arising from Defendants’ post-notice ratification and bad-faith reliance on
`an improperly executed agreement.
` 2. DEFENDANT SamCart, Inc. is a Delaware corporation headquartered in Austin,
`Texas. SamCart offers e-commerce tools and operated the CreatorU program during the events
`described. At all relevant times, SamCart promoted Plaintiff’s likeness and work across its
`platforms. SamCart is sued in its corporate capacity for acts ratified by its Board and officer-
`level misconduct.
` 3. DEFENDANT Brian Moran is Chairman of the Board of SamCart, Inc. and
`served as Chief Strategy Officer. Moran lacked formal executive authority but functioned as the
`de facto CEO in contract matters. He unilaterally executed the November 2024 agreement via
`personal email and without Board approval. He is sued for fiduciary breach in his capacity as a
`director and de facto officer.
` 4. DEFENDANT Justin Smith is Chief Executive Officer and a director of SamCart.
`Smith was notified in April 2024 that Plaintiff lacked a contract, acknowledged this internally,
`and took no action to intervene or review the subsequent agreement. He is sued for failure to
`supervise contract execution and for allowing post-notice reliance.
` 5. DEFENDANT Scott Moran is a director and officer of SamCart. He was aware
`of the agreement by November 2024 and later admitted he did not review the equity terms until
`March 2025. He failed to disclose this during the January 2025 board meeting or thereafter. He is
`sued for failure to escalate known issues.
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` 6. DEFENDANTS Sean M. Banks, Kunal Arora, Anil Khatod, Haroon
`Mokhtazasda, and Ren Riley served as SamCart directors during the relevant period. Each had
`notice of the disputed agreement by April 6, 2025, and permitted continued reliance without
`corrective action. They are sued for post-notice ratification and breach of fiduciary duty.
` 7. DEFENDANTS John Doe Directors 1–5 are individuals believed to have served
`on SamCart’s Board during the relevant period. Their identities will be substituted upon
`discovery.
`JURISDICTION
`This Court has subject matter jurisdiction pursuant to 8 Del. C. §111 and its inherent authority to
`adjudicate claims for fiduciary breach, declaratory relief, and equitable remedy. The company is
`incorporated in Delaware. All defendants acted in their capacities as officers, directors, or agents
`of the corporation, and the actions at issue were taken under color of Delaware corporate
`authority.
`I. FACTUAL ALLEGATIONS
`1. Plaintiff Paul Reddick served as a strategic, public-facing coach and advisor to SamCart,
`Inc. between 2023 and 2025. He led its CreatorU program, scaled the coaching division
`to over $7 million in revenue, and appeared extensively in internal and public-facing
`materials.
`2. Plaintiff agreed to work with SamCart after receiving a verbal offer from Brian Moran in
`June 2023 that promised a 50/50 profit-sharing arrangement. The company paid
`Plaintiff’s initial invoice under that structure.
`3. After the program became successful, Moran unilaterally reneged on the profit-sharing
`model and proposed a flat monthly rate plus equity and profit share. Plaintiff relied on
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`these assurances and would not have joined the company on a salary-only basis. He also
`would not have continued providing services had he known those terms were never
`authorized or intended to be fulfilled.
`4. From June 2023 through November 2024, Plaintiff performed this work without a signed
`agreement. In April 2024, General Manager Virginia Mosley raised the issue directly with
`Justin Smith (CEO) and Brian Moran (Chairman and CSO). Mr. Smith responded by
`sending a generic contractor template, excluding equity or profit-sharing terms, to Mr.
`Moran, but took no follow-up or supervisory action.
`5. Despite holding the CEO title, Mr. Smith had no contact of any kind with Plaintiff for the
`first year. Over a 22-month engagement, the only interactions occurred at the SamCamp
`event, both in the presence of Mr. Moran.
`6. Similarly, SamCart’s COO, Olivia Herron, had no contact of any kind with Plaintiff. Her
`attendance at the April 2024 meeting, where Mosley raised the contract issue, further
`confirms leadership awareness of the gap prior to the agreement’s execution.
`7. On November 26, 2024, Plaintiff informed Mr. Moran that he would pause work until a
`final agreement was settled. Moran stated that the Board had rejected any equity or
`profit-sharing. Plaintiff replied that he would not continue under a salary-only structure.
`8. Moran’s disclosure confirms that the equity and profit-share promises were never
`approved. If, after 18 months of service and millions in revenue, the Board rejected the
`terms, it is unlikely that those same terms were ever viable when the program had no
`income. Moran made these promises in 2023 when the coaching division had no revenue,
`and reiterated them when sales were still below $100,000.
`9. At 7:31 pm, Mr. Moran sent an email inserting the equity into the final agreement and
`sent it for signature from his personal Gmail account to the Plaintiff’s Gmail address,
`using off-system DocuSign. The agreement was pre-signed by Moran and executed
`without internal routing, legal review, or Board approval.
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`10. In reliance on Moran’s representations, Plaintiff executed the agreement on November
`27, 2024. He had no way of knowing the equity had been reinserted after explicit Board
`rejection.
`11. The Board did not approve the equity grant at its January 2025 meeting, over 40 days
`post-execution. No internal paperwork was generated until March 20, 2025. No Board
`member is known to have reviewed the equity clause before that time.
`12. On April 6, 2025, SamCart’s outside counsel, Pillsbury Winthrop Shaw Pittman LLP, sent
`the full agreement to Plaintiff’s legal team, placing the Board on formal notice of the
`unauthorized execution and equity reinsertion.
`13. Despite knowledge of these facts, SamCart continued to benefit from Plaintiff’s NIL,
`content, and leadership. The agreement was cited in litigation filings without correction
`or disclaimer.
`14. In both the New Jersey action and the Maryland proceedings, Defendants asserted that
`Plaintiff was hired under a $25,000-per-month salary-only structure, even though they
`possessed contemporaneous records showing the initial 50/50 revenue-share and Moran’s
`unauthorized equity promises.
`15. They repeated this narrative in Maryland until Plaintiff served a Rule 1-341 Safe Harbor
`letter identifying the contradictory evidence, after which Defendants filed a November
`19, 2025, judicial correction withdrawing the prior statements and acknowledging the
`50/50 structure and lack of authorization.
`16. Nonetheless, the company continued to rely on the agreement in court filings and
`marketing. The judicial correction confirms the litigation narrative was false and
`knowingly advanced after notice. The Board took no corrective action.
`17. Supporting this pattern, Moran agreed via text in September 2023 to raise Plaintiff’s
`compensation to $30,000/month, explicitly stating he would “have to keep it from Justin
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`(Smith).” In November, after Plaintiff invoiced under the new terms, Moran rescinded the
`raise, citing “internal pushback.” These exchanges underscore that Moran knowingly
`operated outside his authority and concealed compensation decisions from executive
`oversight.
`18. Instead of investigating, the company escalated its reliance. In October 2025, Defendants
`filed a sanctions motion in Maryland against Plaintiff for naming Brian Moran
`individually, despite full knowledge that Moran had executed the disputed contract. No
`reply brief was filed. The motion was denied on the papers.
`19. On July 17, 2025, during a phone call, SamCart’s outside counsel Matthew MacLean,
`threatened Plaintiff with consequences for speaking publicly about his experience. He
`cited a clause from the disputed agreement, despite knowing it was executed without
`Board approval. MacLean stated, “You will hear these words again.”
`20. These threats were not based on any valid contractual right. They were issued to suppress
`Plaintiff’s whistleblower activity around other issues, including truthful communication
`with former customers and complaints to regulators.
`21. On November 6, 2025, Samcart counsel, Laura Fried-Studlo, sent a written threat citing
`the same contract, asserting that Plaintiff’s communications with former customers
`violated its terms. By then, they had long known the contract’s execution defects.
`22. These threats were retaliatory and unsupported. Plaintiff made no defamatory claims,
`offered no legal advice, and merely shared factual accounts of his experience
`23. Plaintiff has also submitted a formal grievance to the relevant state bar authority
`concerning Defendants’ threats and continued reliance on the November 2024 agreement
`after being placed on notice of its unauthorized execution.
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`24. After resignation, Plaintiff’s NIL continued appearing in CreatorU funnels, ads, and
`webinars. New content featuring his likeness was published in July and September 2025,
`after formal notice and legal objection, worsening reputational harm.
`25. Moreover, Defendants actively sold access to Plaintiff’s coaching and performance
`through paid programs priced between $7,000 and $20,000, while knowing they had no
`agreement guaranteeing his continued participation. These actions not only intensified
`reputational harm but raised substantial risk for customer deception and liability, which
`the Board failed to investigate or curtail after receiving notice.
`COUNT I – BREACH OF FIDUCIARY DUTY: POST-NOTICE RATIFICATION
`(Against Directors Banks, Arora, Khatod, Riley, Smith,
`Mokhtazasda, and S. Moran)
`1. Plaintiff realleges and incorporates by reference the allegations set forth above as if fully
`set forth herein.
`2. On November 26, 2024, Plaintiff emailed Brian Moran to pause work until final
`agreement terms were confirmed. Moran replied that he had an update from the Board.
`3. When Plaintiff asked him to email it Moran instead called and informed him that the
`Board had rejected both the equity and profit-sharing provisions. Plaintiff responded that
`he would not continue under a salary-only structure.
`4. That evening, at approximately 7:31 p.m., Moran unilaterally reinserted the equity clause
`into a pre-signed contract and transmitted it via DocuSign from his personal Gmail
`account to Plaintiff’s personal Gmail account. The contract was not routed through
`internal systems, reviewed by counsel, or approved by the Board.
`5. Moran’s decision to proceed with execution, after acknowledging Board rejection and
`receiving Plaintiff’s refusal, constituted a deliberate circumvention of corporate authority.
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`By continuing to rely on the agreement after formal notice of these facts, the Board
`ratified not merely a procedural defect, but a contract obtained through inducement and
`deception.
`6. Plaintiff executed the contract on November 27, 2024, in reliance on Moran’s
`representations. At that time, no Board member besides Brian Moran had reviewed or
`approved the equity clause.
`7. No equity paperwork was initiated until March 20, 2025. Director Scott Moran later
`admitted that he saw the equity grant paperwork for the first time in March, confirming
`that the contract had been executed and relied upon by the company for over 113 days
`without formal authorization or approval.
`8. Defendants’ Motion to Dismiss concedes that the November 2024 agreement was
`executed and included a 240,000-share equity clause. It further states that “Boards issue
`equity in their own time,” as justification for the delayed issuance.
`9. While the agreement is governed by Maryland law, the Board’s conduct in response is
`subject to Delaware fiduciary standards. Once the contract was in the Board’s possession,
`and its unauthorized execution was known, any decision to proceed with equity
`paperwork became a matter of ratification, not discretion.
`10. The Board’s delay, rather than preserving authority, supports a finding that it knowingly
`permitted the enforcement of a tainted agreement. Discretionary equity issuance cannot
`be used to avoid scrutiny for post-notice ratification or failure to act in good faith.
`11. By no later than April 6, 2025, the full contract was transmitted to Plaintiff’s legal
`counsel by Pillsbury Winthrop Shaw Pittman LLP, who served as outside counsel for the
`company. At that moment, every member of the Board was on formal notice of the
`method of execution, the unauthorized equity insertion, and the company’s prior use of
`the agreement in litigation and marketing.
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`11A. Upon information and belief, Pillsbury Winthrop Shaw Pittman LLP transmitted the
`November 2024 agreement and related communications to the SamCart Board or to
`SamCart executives who had a duty to convey such information to the Board, thereby
`providing actual or constructive knowledge to Directors Banks, Arora, Khatod, Riley,
`Smith, Mokhtazasda, and Scott Moran. Each director was thus independently aware of
`the unauthorized execution, equity reinsertion, and prior litigation reliance.
`12. Despite this notice, the Board took no corrective action. No disclaimers, rescissions, or
`internal resolutions were issued. Litigation filings continued to cite the contract. NIL and
`marketing use continued without disruption. No investigation was initiated.
`13. Under Delaware law, directors may not passively accept or remain silent in the face of
`known unauthorized conduct, particularly where the company continues to benefit from
`it. By failing to address the governance defects or take corrective action after notice, and
`instead continuing to rely on it, Defendants ratified the underlying breach.
`14. The Board now faces three possible timelines, none of which absolve liability:
`14a. If the equity was approved in November 2024, Defendants must explain their
`reversal of position, 130-day delay in issuing it, and their failure to execute
`despite full performance;
`14b. If the Board saw the contract for the first time in March 2025, then it knowingly
`initiated equity processing on a document that had been executed in violation
`of Board rejection;
`14c. If the Board did not see the contract until April 6, 2025, then it allowed
`continued reliance in litigation and corporate benefit despite actual knowledge
`of internal execution fraud.
`15. Under any scenario, the Board gained actual or constructive knowledge of unauthorized
`conduct and failed to repudiate or correct the harm. This constitutes post-notice
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`ratification and breach of fiduciary duty under Stone v. Ritter, 911 A.2d 362 (Del. 2006);
`Gantler v. Stephens, 965 A.2d 695 (Del. 2009); Marchand v. Barnhill, 212 A.3d 805 (Del.
`2019); and In re Baker Hughes Inc. Merger Litig., 2023 WL 1777982, at 11–12 (Del. Ch.
`Feb. 6, 2023) (holding that delay or silence by the board after notice of defective
`transactions may support an inference of post-notice ratification and breach of fiduciary
`duty).
`16. As a direct and proximate result of Defendants’ breach of fiduciary duty, Plaintiff has
`suffered reputational harm, dilution of equity rights, misuse of NIL, and other damages,
`and the company has been exposed to litigation risk, regulatory exposure, and governance
`instability.
`WHEREFORE, Plaintiff respectfully requests that the Court:
` a. Declare that Defendants Banks, Arora, Khatod, Riley, Smith, Mokhtazasda, and Scott Moran
`breached their fiduciary duties by ratifying an unauthorized agreement after notice;
` b. Award equitable relief including fee-shifting, corrective disclosure, and injunctive remedies
`as appropriate;
` c. Grant such further relief as the Court deems just and proper.
` COUNT II – BREACH OF THE DUTY OF LOYALTY
`THROUGH BAD-FAITH LITIGATION CONDUCT
`(Against All Defendants)
`1. Plaintiff realleges and incorporates by reference the allegations set forth above as if fully
`set forth herein.
`2. By no later than April 6, 2025, each Defendant named herein had actual or constructive
`knowledge of the full November 2024 contract, including its unauthorized equity clause
`and improper execution by Brian Moran using personal email.
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`3. Despite this knowledge, Defendants continued to rely on the disputed contract in legal
`filings. The agreement was cited in a sanctions motion, referenced in corporate pleadings,
`and invoked in attempts to undermine Plaintiff’s credibility. These filings were submitted
`with the knowledge and authorization of SamCart’s senior officers and directors, who
`failed to disclaim or correct the record after receiving formal notice constituting a post-
`notice breach of fiduciary duty under Stone v. Ritter, 911 A.2d 362 (Del. 2006)
`4. The omission of any disclaimer, withdrawal, or corrective statement after formal notice
`constituted a material misrepresentation in litigation. Silence in the face of known
`execution defects created a false record of authority and legitimacy, one that has
`continued to shape filings and public assertions, including in this forum. As the Court
`held in In re Wayport, 76 A.3d 296 (Del. Ch. 2013), a fiduciary’s silence can itself
`constitute actionable misconduct when directors are aware of material inaccuracies and
`allow a false record to persist.
`5. The record confirms that Defendants filed these litigation materials after April 6, 2025,
`when Pillsbury Winthrop Shaw Pittman LLP sent the full agreement to Plaintiff and
`thereby placed the company and Board on formal notice of its contents and execution
`defects.
`6. No public or private correction was issued. No disclaimer was filed. No effort was made
`to withdraw or amend the litigation filings that relied on the disputed contract.
`7. The continued use of the agreement, after receiving formal notice that the agreement had
`been executed without approval, via personal Gmail and DocuSign, and contained terms
`the Board had expressly rejected, constitutes bad-faith exploitation of an ultra vires
`instrument and thereby breaches the fiduciary duty of loyalty under Delaware law.
`8. Corporate fiduciaries may not conceal, defend, or selectively weaponize unauthorized
`internal acts in external litigation without acting in bad faith and violating the duty of
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`loyalty. This conduct reflects bad faith, strategic concealment, and a deliberate effort to
`avoid accountability after formal notice.
`9. Under In re Walt Disney Co. Derivative Litig., 906 A.2d 27 (Del. 2006), OptimisCorp v.
`Waite, C.A. No. 8773-VCP (Del. Ch. 2015), and Stone v. Ritter, 911 A.2d 362 (Del. 2006),
`such omissions, once known and uncorrected, constitute a breach of fiduciary duty and
`bad faith under Delaware law.
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`9A. Delaware courts recognize that bad-faith litigation conduct, including reliance on
`known false or unauthorized documents, constitutes a breach of the duty of loyalty. See
`OptimisCorp v. Waite, C.A. No. 8773-VCP (Del. Ch. 2015) (holding that fiduciaries act in
`bad faith when they knowingly advance false narratives in litigation to conceal internal
`misconduct). Defendants’ conduct falls squarely within this category.
`10. In addition to relying on the unauthorized agreement, Defendants continued to publicly
`feature Plaintiff’s name, image, and likeness in marketing campaigns, advertisements,
`and webinars during active litigation.
`11. In July 2025, a new advertisement containing Plaintiff’s NIL was published. In
`September 2025, a webinar featuring Plaintiff’s likeness was released despite direct legal
`objections from counsel. This willful use of Plaintiff’s NIL, without consent, license, or
`contractual authority, further reflects Defendants’ disregard for their fiduciary duties and
`supports injunctive relief.
` 12. As a result of Defendants’ continued reliance on the agreement after notice, Plaintiff was
`subjected to reputational harm, litigation pressure, and further use of his NIL and
`professional association under a contract the Board had been formally notified was
`unauthorized, improperly executed, and inserted against internal governance procedures.
`WHEREFORE, Plaintiff respectfully requests that the Court:
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` a. Declare that all Defendants breached their fiduciary duties by continuing to rely on a
`knowingly unauthorized contract in litigation after formal notice;
` b. Award equitable relief including fee-shifting, injunctive relief, and corrective measures;
` c. Grant such further relief as the Court deems just and proper.
`COUNT III – BREACH OF FIDUCIARY DUTY BY OFFICER MISCONDUCT
`(Imputed to SamCart, Inc. via Brian Moran)
` 1. Plaintiff realleges and incorporates by reference the allegations set forth above as if fully
`set forth herein.
` 2. At all relevant times, Brian Moran held the title of Chairman of the Board and “Chief
`Strategy Officer” of SamCart, Inc. He held no formal executive authority under the
`company’s bylaws, and no evidence has been presented that he was delegated contract
`execution powers by Board resolution. 1
` 3. On November 26, 2024, Plaintiff texted Brian Moran to pause work until a final contract
`was in place. That afternoon, during a 3:31 p.m. phone call, Moran informed Plaintiff that
`the Board had rejected any profit sharing and the proposed equity clause.
` 4. Plaintiff responded that he would not be continuing under a salary-only structure. Three
`hours later, Moran reinserted the equity into a final, pre-signed contract and transmitted it
`via DocuSign from his personal Gmail to the plaintiff's personal Gmail, outside of the
`company’s internal legal and compliance systems.
` 5. The contract was executed on November 27, 2024, without Board approval, without legal
`review, and without the knowledge of the other officers or directors. The method of
`Under Delaware law, the title of ‘CSO’ carries no inherent corporate authority and does not, by itself, create agency authority to
`bind the corporation. See OptimisCorp v. Waite, C.A. No. 8773-VCP , at 28–29 (Del. Ch. Oct. 28, 2015) (rejecting argument that an
`executive title such as ‘Chief Strategy Officer’ inherently conferred authority to approve or bind the company to a disputed
`transaction).
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`execution, using personal email and off-platform tools, was deliberately chosen to avoid
`scrutiny.
` 6. Moran’s conduct in executing the agreement, reinserting rejected equity, and concealing
`its existence from the Board and legal counsel for over 113 or 130 days constitutes ultra
`vires corporate action, unauthorized by any internal process or governance protocol.
` 7. Moran’s reinsertion of the equity clause was made only after Plaintiff made clear he
`would not continue under a salary-only arrangement. This inducement came after Moran
`explicitly stated that the Board had rejected the requested terms.
` 8. By using that rejection as leverage in a verbal negotiation and then reversing it via private
`execution, Moran acted beyond the scope of his authority and violated his duty of loyalty
`and good faith. His actions bind the company under Gantler v. Stephens due to the
`Board’s failure to investigate or repudiate after formal notice.
` 9. Under Delaware law, officers owe fiduciary duties to the corporation and its stakeholders.
`When an officer engages in unauthorized or fraudulent conduct, and the company fails to
`correct it after gaining notice, liability may be imputed to the company.
` 10. SamCart, Inc. benefited materially from the agreement executed by Moran. The
`company used Plaintiff’s NIL, content, and strategic leadership across its most prominent
`coaching program and marketing campaigns. Litigation filings and internal operations
`continued to rely on the agreement long after its defects were known.
` 11. No disclaimers were issued. No public or internal repudiation occurred.
` 12. Under Gantler v. Stephens, 965 A.2d 695 (Del. 2009), and OptimisCorp v. Waite, officer
`misconduct that is left uncorrected and continues to benefit the corporation is deemed
`imputed to the company itself. SamCart is liable for failing to disavow or correct Moran’s
`conduct after full notice.
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` 12A. Because the Board knowingly failed to repudiate, investigate, or correct Brian
`Moran’s ultra vires execution after receiving actual notice, SamCart, Inc. is legally
`deemed to have ratified the misconduct. Under Gantler v. Stephens, 965 A.2d 695 (Del.
`2009), and OptimisCorp v. Waite, such post-notice acquiescence imputes the officer’s
`wrongful conduct to the corporation.
` 13. As a result of this misconduct and subsequent corporate ratification, Plaintiff suffered
`reputational harm, exploitation of NIL, and deprivation of contracted equity rights.
` 14. In related litigation in Maryland, SamCart’s attorneys filed a judicial correction on
`November 19, 2025, admitting that prior representations in their Motion to Dismiss were
`inaccurate. Specifically, Defendants retracted claims about Plaintiff’s compensation
`structure and acknowledged that the promises made by Brian Moran were unauthorized.
` 15. As early as September 2023, Moran made high-dollar compensation commitments to
`Plaintiff without Board or executive approval. When pressed, he admitted he would have
`to conceal the raise from CEO Justin Smith and later retracted the commitment. These
`exchanges further evidence Moran’s disregard for corporate authority, his concealment of
`executive decisions, and the company’s failure to repudiate or investigate these patterns
`of misconduct.
` 16. This admission confirms that SamCart’s litigation strategy relied on factually false
`assertions, even after the company had been placed on formal notice of the disputed
`contract’s execution, contents, and defects. The Board’s failure to correct or investigate
`this litigation posture, or to repudiate the contract after these admissions, constitutes a
`separate breach of its fiduciary oversight obligations.
`WHEREFORE, Plaintiff respectfully requests that the Court:
` a. Declare that SamCart, Inc. is liable for officer-level fiduciary misconduct by Brian Moran
`under Delaware law;
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` b. Award equitable relief including disgorgement, injunctive relief, and declaratory remedies;
` c. Grant such further relief as the Court deems just and proper.
`PRAYER FOR RELIEF
`(Global Summary – Equitable, Declaratory, and Injunctive Remedies)
`WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in his favor and
`against Defendants, and grant the following relief:
` 1. Declaratory Relief:
`Declare that Defendants breached their fiduciary duties under Delaware law, including the duties
`of loyalty, care, and good faith;
`Declare that Defendants’ use of the November 2024 agreement to threaten litigation against
`Plaintiff after receiving formal notice of its defects constitutes retaliatory misconduct, and
`a continuing breach of fiduciary duty.
` 2. Equitable Relief:
`a. Enter appropriate injunctive relief prohibiting continued use or reliance on the November 2024
`agreement unless and until it is formally ratified or corrected by the Board, consistent
`with Delaware corporate governance requirements.
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`For the avoidance of doubt, Plaintiff does not seek to void, rescind, or cancel the
`agreement, but to ensure any reliance complies with internal governance protocols under
`Delaware law.
`b. Enter an injunction prohibiting further use or distribution of Plaintiff’s name, image, likeness
`(NIL), identity, or persona in any SamCart promotional, instructional, advertising, or
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`public-facing content, including but not limited to CreatorU, Accelerator, and any
`webinar or funnel assets.
`c. Require corrective disclosures to any regulatory, investor, or third-party stakeholders who
`received or relied on disputed representations;
`d. Grant expedited discovery as needed to preserve, examine, and disclose documents reflecting
`board-level knowledge, officer misconduct, and ratification decisions.
` 3. Fiduciary Sanctions and Governance Measures:
`a. Grant any necessary fiduciary remedies including corrective governance measures or
`declaratory relief as the Court deems appropriate.
`b. Order production of corporate records reflecting Board knowledge and ratification, including
`all communications and approvals related to the November 2024 agreement and
`subsequent litigation filings;
` 4. Fee-Shifting and Costs:
`Shift