Chainalysis emerged victorious in an $80 million lawsuit, with the Manhattan Supreme Court dismissing claims of an oral agreement breach regarding stock options. The court’s ruling underscores the necessity of written contracts, particularly in the rapidly evolving blockchain industry. This decision sets a critical precedent for Web3 companies, emphasising the importance of formal documentation in employment agreements.

Chainalysis, a renowned blockchain analysis firm, recently won a $80 million lawsuit from a former employee. The Manhattan Supreme Court dismissed allegations that the business breached an oral agreement over stock options. The court’s judgement, which emphasised the value of written agreements in contractual disputes, strengthens Chainalysis’s legal standing while underscoring the importance of formal documentation in the blockchain business.

Background of the Case

Chainalysis, a well-known blockchain analysis firm, was entangled in a significant legal issue. A former employee, Blake Ratliff filed the lawsuit alleging that Chainalysis breached an oral agreement over stock options. Ratliff claimed that an informal verbal agreement was struck throughout his employment that promised him stock options but was never fulfilled. 

This prompted him to bring a $80 million lawsuit against Chainalysis, claiming that the corporation had broken its commitment and denied him his proper money. 

The disagreement highlighted the difficulties of employment agreements in the quickly growing blockchain business, emphasising the vital need for clear, written contracts to avoid misunderstandings and legal challenges.

Details of the Lawsuit

The complaint centred on Blake Ratliff’s assertions that Chainalysis promised to change the terms of his stock options in an oral agreement. Ratliff claimed that this verbal arrangement was established during his employment and that Chainalysis failed to follow through. Yet, Chainalysis denied these claims, claiming that any such oral agreement was not legally binding under New York’s statute of frauds. 

This statute requires that certain agreements, particularly those with considerable financial implications, be documented in writing. The crypto case highlighted the legal complexities of oral contracts and the difficulties employees may encounter when enforcing them without sufficient documentation.

Court’s Decision

The Manhattan Supreme Court presided over by Justice Joel Cohen, dismissed the lawsuit and sided with Chainalysis. Justice Cohen’s decision was based on numerous significant criteria. First, he judged Ratliff’s breach-of-contract claims untimely since they were submitted six years after his employment ended. 

This delay damaged Ratliff’s claims. Furthermore, the court emphasised that major agreements, such as those involving stock options, must be in writing to be legally enforceable under New York’s fraud legislation. Chainalysis successfully contended that Ratliff’s residency in Florida limited the enforceable time for oral contracts to four years rather than six; dismissing his claims. This extensive legal argument resulted in the lawsuit being dismissed.

Ratliff’s Arguments and Court’s Counterpoints

Blake Ratliff attempted to enhance his case by claiming that he lived in Tennessee, which has a six-year statute of limitations on oral contracts. He claimed that the longer term should apply to his claims against Chainalysis. However, the court rejected this argument, siding with Chainalysis on the residency question and the applicable statute of limitations. 

Furthermore, Ratliff’s employment agreement prohibited oral revisions and required a minimum of twelve months of continuous service for stock options vesting. Ratliff did not fit these standards because he had just been working for a year, which weakened his case even more. The court’s detailed assessment of these issues resulted in a decisive verdict favouring Chainalysis.

Employment Agreement Terms

The court relied heavily on the language of the employment agreement in its decision. According to Chainalysis, Ratliff’s employment contract included the option to purchase 19,200 shares of the company’s common stock. The vesting terms mandated that 25% of the stock options vest after the first year of continuous service, with the remainder vesting monthly over the next three years.

Ratliff was not qualified for stock options since he had not met the one-year employment criterion. This precise contractual language supported Chainalysis’s contention that there was no breach of agreement because the vesting conditions were not met. The employment agreement’s explicit and precise terms heavily influenced the court’s decision.

Implications for Web3 Precedent

The decision in favour of Chainalysis establishes a significant precedent for Web3 and blockchain businesses, emphasising the importance of formal, written agreements in employment and contractual arrangements. As blockchain technology and decentralised apps (dApps) evolve, precise legal paperwork becomes increasingly essential for avoiding disputes and ensuring enforcement. This case demonstrates that oral agreements are insufficient under judicial scrutiny, especially in jurisdictions with strict fraud statutes, such as New York, even if well-intentioned.

For Web3 enterprises, this verdict emphasises the significance of precise legal structures and robust employment contracts. It warns employers and employees about the dangers of depending on informal agreements. As the business expands and evolves, adhering to strict regulatory norms will be critical to maintaining confidence and stability in the ecosystem. This decision may inspire other blockchain companies to reconsider and enhance their contractual standards, ensuring that all agreements are written to reduce legal risks and protect all parties involved.

Justice Joel Cohen’s decision highlights Chainalysis’s solid legal position, which effectively claimed that Ratliff’s allegations were invalid and time-barred. On the other hand, Ratliff intends to challenge the verdict, claiming that Chainalysis breached its obligations and withheld appropriate pay. The case emphasises the necessity of written agreements in business disputes.


Kelly has carved a niche in the dynamic world of Web3 over the past three years, combining her talents in marketing and writing to become a standout Web3 copywriter. Her journey in this innovative field is distinguished by her profound engagement with the decentralized technology landscape. Kelly’s creative prowess, coupled with her deep understanding of Web3, enables her to create compelling narratives that resonate deeply within the blockchain community. Beyond writing, Kelly’s marketing acumen has been instrumental in elevating various Web3 marketing projects, making them prominent in the realm of digital innovation.