Oral equity promises cannot dilute institutional preferred shares absent board approval; remedies resolve to monetary compensation rather than cap table ownership.
Detrimental reliance requires clear proof of an unambiguous equity promise, reasonable causation, and irreversible economic injury beyond mere expectation.
Evidentiary proof for informal equity and labor claims requires contemporaneous artifacts that overcome statutory formalities and demonstrate reliance.
Oral equity commitments require contemporaneous documentary traces, proof of unequivocal performance, or board ratification to survive statutory writing bars.
Statutory board ratification cures unauthorized founder investor pacts through formal resolutions identifying the defect and validating putative corporate acts.
Oral equity promises become personal founder liabilities during acquisitions, forcing costly cash settlements or special indemnity escrows before closing.
Partial performance converts to equity title only through acts unequivocally referable to ownership that lack alternative commercial explanation.
Dated contemporaneous messages establish intent while course of performance supplies the operational reality needed to measure informal equity assertions.
Auditing unwritten founder commitments against corporate documents measures the evidentiary distance between recollected promises and formal board records.
Unjust enrichment remedies for failed informal equity modifications award quantum meruit labor value rather than the promised equity percentage.
Contractual indefiniteness in ephemeral equity promises is resolved by auditing past communications and replacing unrecorded claims with board-approved grants.
The terms are written where they belong. Each field holds three desks, and every entry a desk writes raises the terms it uses, each term given a meaning, a mechanism and the places it appears. The record on these pages stays first person and hand made; the fields grow the nomenclature.
