Law IQ, Inc. v. Terrance MacGregor

── Law IQ, Inc. v. Terrance MacGregor ── Court: Court of Chancery of Delaware Date: May 29, 2026 Category: General COURT OF CHANCERY OF THE STATE OF DELAWARE KATHALEEN ST. J. MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734 May 29, 2026 Kaan Ekiner Gary W. Lipkin COZEN O’CONNOR Devan A. McCarrie 1201 North Market Street, Suite 1001 FLASTER GREENBERG P.C. Wilmington, DE 19801 221 W 10th St, 4th Floor Wilmington, DE 19801 Re: LawIQ, Inc.d/b/a ARBO v. Terrance MacGregor, C.A. No. 2023-0742-KSJM Dear Counsel: Plaintiff and Counterclaim Defendant LawIQ, Inc. d/b/a ARBO (“LawIQ” or the “Company”) and Counterclaim and Third-Party Defendant Charles Moldenhauer (together with LawIQ, “Counterclaim Defendants”) have moved for leave to file a motion for summary judgment.1 The motion is denied. The court assumes readers’ familiarity with this action and refers to the court’s bench ruling dated July 24, 2024 for a fuller recitation of the issues and procedural history.2 To briefly summarize, Moldenhauer and Counterclaim Plaintiff Terrance MacGregor formed LawIQ, LLC in September 2014, with Moldenhauer and other investors owning 55% of the equity and MacGregor owning 35%.3 In February 2019, LawIQ, LLC converted from a Delaware LLC to a Delaware corporation through a 1 C.A. No. 2023-0742-KSJM, Docket (“Dkt.”) 85. 2 Dkt. 31 (“Bench Ruling Tr.”). 3 Dkt. 3 (“Countercl.”) ¶ 19. C.A. No. 2023-0742-KSJM May 29, 2026 Page 2 of 5 “Plan of Conversion” and became LawIQ, Inc.4 As part of the conversion, MacGregor and the Company executed a “Restricted Stock Agreement.”5 The Restricted Stock Agreement granted the Company a “Reacquisition Right” to MacGregor’s shares if he was terminated.6 Beginning in December 2020, Moldenhauer made offers to purchase MacGregor’s shares. MacGregor rejected those offers. Then, in February 2023, Moldenhauer used his voting power as controller to terminate MacGregor from his directorship and other positions at the Company by written consent,7 which triggered the Company’s Reacquisition Right under the Restricted Stock Agreement. Moldenhauer further caused the Company to exercise that right.8 MacGregor responded by letter on April 8, 2023, contesting the validity of the Restricted Stock Agreement and the Company’s exercise of the Reacquisition Right.9 On July 20, 2023, LawIQ filed a single-count complaint seeking a declaration that the Restricted Stock Agreement is valid.10 MacGregor asserted two counterclaims, which he amended on September 5, 2023.11 In Counterclaim I, 4 Dkt. 1 (Compl.), Ex. C (Plan of Conversion) at 1. 5 Countercl., Ex. A (Restricted Stock Agreement). 6 Id. § 2. 7 Countercl., Ex. B (Reacquisition Letter), Ex. A (Written Consent). 8 Reacquisition Letter. 9 Countercl., Ex. C. 10 Dkt. 1. 11 Countercl. C.A. No. 2023-0742-KSJM May 29, 2026 Page 3 of 5 MacGregor sought a mirror-image declaratory judgment that the Restricted Stock Agreement is invalid. In Counterclaim II, MacGregor asserts a direct claim for breach of fiduciary duty against Moldenhauer. He claims that Moldenhauer breached his fiduciary duties as a director and controlling stockholder of LawIQ by removing MacGregor from the Company without cause to avoid paying MacGregor fair market value for his shares.12 Counterclaim Defendants filed a motion to dismiss the counterclaims on October 12, 2023. The court