I'm one of three cofounders of an LLC incorporated in Delaware. The LLC is very much a startup and has not been profitable nor has any assets. Because of lack of sales, one of our founders told us that he didn't want to continue working on the business and we parted ways. It was very informal, and we didn't go through the process of getting him off the LLC.
Later, the other remaining founder and I started working with a friend and wanted to bring him into the company as a replacement for the founder who left. We began a long chain of emails with my friend and the ex-founder and eventually agreed to pay a certain price for 1/3 of the company. The conversation ended by him accepting our price in exchange for a transfer of 33% ownership of the LLC. We told him next steps were we would set up a time to meet, sign the necessary documents and transfer the money.
About a week after that, the business lost our most valuable account whom was responsible for ~90% of the sales. That combined with some other factors led to my friend deciding that he didn't want to pursue ownership in the company and walked away from the potential transfer. The ex-founder is understandably upset, considering he thought he was about to get a nice payday from this and is now threatening legal action against us. I'm assuming he means to file a civil lawsuit to get the agreed upon sum for his shares of the company.
I'm wondering if he actually has a case here. Are we legally obligated to pay him and force the LLC transfer even though we no longer want it? No documents signed or filed and no money has been exchanged. I have read that in certain situations, email correspondence CAN BE interpreted as a binding legal contract. I'm unsure if that applies to this situation. Interested to hear what you all think. Thanks!