A chronological record of the communications, timeline, and disputed transaction.
A legally binding agreement generally requires six essential elements: offer, acceptance, awareness (mutual assent), consideration, capacity, and legality.
A signed contract is not required for an enforceable securities transaction. Under 6 Del. C. § 8-113, an agreement to purchase or sell securities may be enforceable even without a signed written contract. Email correspondence can establish a binding agreement where the parties mutually assent to sufficiently definite terms.
Fraudulent inducement occurs when someone knowingly makes a material false representation, intending another party to rely on it, and that reliance causes harm.
Proposing to purchase securities with no intention of performing, for the purpose of inducing a shareholder to delay contacting alternative buyers during an ongoing financing process, can constitute fraudulent inducement.
From PLH’s first offer to the final response in the dispute.
PLH offers to sell its position for $17,500, down from an original investment of $24,999.77, with a proposed closing within the week.
“The original investment was $24,999.77.”
Justin expresses interest in buying personally at a discount, but links the timing to the capital raise.
“Still, I need to move forward with the raise to make this reasonable.”
PLH proposes a final private settlement price of $15,000, with an August 10 closing deadline, before seeking a sale through investors or other parties.
“That is our final private settlement offer.”
Justin says he would be happy to buy at $15,000 and proposes a binding agreement with payment delayed until a specified date. He also offers to approach investors.
“we pencil up a binding agreement for a stock buyback with delayed consideration within a specified timeframe.”
PLH offers to prepare the agreement: binding now, payment by month end, and shares transferring on payment.
“Structure as you proposed: binding now, payment by end of month, shares transferring on payment.”
Justin replies “That works”, cementing the agreement as binding now, and asks to set the consideration deadline at the close of September, citing flexibility around the financing.
“Can we set the deadline for consideration at the close of September?”
PLH accepts September 30 and says an agreement is attached for review and signature, memorializing the $15,000 price, Sept. 30th closing date, and simultaneous payment and transfer.
“Thanks - we're good to accept the September 30 deadline you mentioned.”
In the supplied transcription, VJ, a GridPlus employee, says they have been pushing Justin internally. Justin tells VJ he has not yet reached out and says he will do so that night, and never does.
“I did not yet, I'll hop on it and let you know tonight”
PLH reports no payment, no closing, no transfer mechanics, and no completed transaction by September 30.
“No payment. No closing. No transfer mechanics. No completed transaction.”
Justin describes the escalation as strange and says he is still ready to finalize, finalize what exactly if not an agreement?
“Ready to finalize something still and waiting on PLH.”
Justin flips and now states that there was never an agreement nor an obligation to buy the shares, offers a nominal-value buyback or a renewed discussion, and says continued harassment will be referred to counsel.
“We have zero obligation to buy your shares and continued harassment will result in this being passed to our counsel at Latham & Watkins.”
Justin responded quickly when PLH threatened to pursue a sale through Grid investors, but otherwise repeatedly delayed or went silent.
He tied the timing to GridPlus’s capital raise from the beginning, proposed a binding delayed-payment structure, accepted PLH’s “binding now” formulation, requested a September 30 deadline, then failed to perform by that deadline.
Afterward, he claimed he was “ready to finalize something,” but later denied that any obligation existed. The contradiction is direct: if there was no agreement, there was nothing for him to be “ready to finalize.”
PLH believes this record supports the conclusion that Justin used the proposed agreement to delay PLH from contacting GridPlus investors while GridPlus continued its financing process, rather than to complete the transaction he agreed to.
If you hold or held GridPlus equity and were harmed by GridPlus Inc and/or Justin M. Leroux, we would like to hear from you.
