The First agrees that there was no contract or promissory estoppel claims, because of Delaware law's bar on equitable claims in the face of board-approved stock option language, even where grave injustice against the proletariat results. (Okay, I am laying on the Marxist rhetoric rather thick today, but since it is Christmas, we should all be shunning capitalism in favor of good will towards men, which is, like totally Marxist. Right?) Likewise, the First finds that he can't prevail on the "reasonable reliance" elements of the promissory estoppel claims, because he was no "babe in the woods."
But the First holds that Massachusetts law applies to the negligent misrepresentation claims. The court points out that no affirmative representations are necessary, and the letter from the lawyers pretty much shows that they were failing to disclose something. Secondly, it was unclear whether the plaintiff really was a babe in the woods or not, and his deposition testimony did not make him look like a financial or legal wiz.