A Manhattan Supreme Court has dismissed a lawsuit against Chainalysis, a blockchain analysis firm, which was filed by former employee Blake Ratliff and seeks $80 million in damages. The court, led by Justice Joel Cohen, ruled in favor of Chainalysis, represented by Skadden, Arps, Slate, Meagher, & Flom.
Ratliff accused Chainalysis of breaching an oral agreement to modify his stock option. However, the judge granted Chainalysis’s motion to dismiss, citing that the lawsuit failed to present a viable claim and was filed too late—six years after Ratliff’s employment ended.
Chainalysis argued that Ratliff’s claims were time-barred under New York’s statute of frauds, which mandates certain agreements be in writing.
Ratliff claimed he resided in Tennessee, which has a six-year statute of limitations for oral contracts, while Chainalysis countered that he lived in Florida, where the statute of limitations is four years.
The court sided with Chainalysis on the residency issue and noted that Ratliff’s employment agreement explicitly prohibited oral modifications and required continuous 12-month employment for stock options to vest.
According to the agreement, Ratliff was to receive an option to purchase 19,200 shares, with 25% vesting after 12 months and the rest monthly over 36 months. Ratliff’s employment ended in 2017, less than a year into his tenure, disqualifying him from meeting the vesting criteria.
Despite Ratliff’s claims that Chainalysis co-founders assured him his stock options would be guaranteed and that he sacrificed other job offers based on these promises, the court found no grounds for his breach-of-contract claim.
Ratliff’s lawyer, Benjamin Joelson of Akerman, disagreed with the dismissal and plans to appeal, stating that Chainalysis wrongfully withheld compensation. Nonetheless, the court’s decision marks a significant legal victory for Chainalysis.
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