Judge Releases Official View of Blowup at Fairstead

10 November 2025

It was a notorious “he said, she said.” Now, a court has laid down its version of events in the legal dispute among former leaders at a former multifamily giant.

Fairstead launched in 2014 and grew to one of the country’s largest apartment landlords. By 2022, it had $7.8 billion in assets and projects in the pipeline and 24,000 housing units across 28 states with ambitions to grow even bigger.

But recent years have seen the firm caught up in internal disputes, landing in court and sparking multiple trials.

In 2016, an employee named John Tatum III joined the firm to build up a division centered on low-income housing tax credits. When that branch of the business “boomed,” according to the recent decision, Tatum sought more equity in that line of the business, alongside Fairstead co-founder William Blodgett, who had recruited him. Their ask kicked off a blowup. Goldberg, Blodgett, Tatum and Fairstead’s previously little-known backer, billionaire hedge funder Stuart Feldman, ended up in court.

Like many opaque business disputes, this one gained clarity in the Delaware Court of Chancery. In late October, a judge sided with Tatum, publishing a 100-page opinion that went largely in his favor.

The trial, which involved 10 witnesses and nearly 2,600 exhibits, doesn’t just provide a play-by-play of the drama and negotiation at Fairstead. The judge, Vice Chancellor J. Travis Laster, also implied he would stand by the facts laid out in Tatum’s decision when he dives into another case based on the same events: one brought by former Fairstead partner Blodgett, which will begin early next year.

Laster’s opinion determined the value of Tatum’s equity in a Fairstead fund at $7.8 million, which will bear on Blodgett’s case.

A “golden goose”

The judge paints a picture of competing personalities, egos and visions at Fairstead.

Instead of “Once upon a time,” Laster begins: “A hedge fund manager with capital, an attorney with legal savvy, and an entrepreneur with energy and vision formed a fund complex that invested in affordable housing projects.”

That trio are Feldman, Goldberg and Blodgett, respectively.

As the judge tells it, the firm’s affordable arm had been mostly in rent-stabilized stock when Tatum joined. Tatum grew Fairstead Affordable by doing low-income tax credit deals. Between 2017 and 2022, the business completed deals with developer fees of $181 million.

“Blodgett and Tatum came to believe that they had created significant value (they had) and deserved a substantial, even controlling equity stake in the business,” Laster wrote.

Tatum was only entitled to 5.25 percent of the business he was building, while Feldman and Goldberg indirectly controlled the lion’s share. (Blodgett had a 9.71 percent interest through an LLC that controlled Fairstead Affordable.) Tatum and Blodgett pushed for restructuring at Fairstead and a bigger piece of the pie. Both felt they also needed to offer equity to employees. Goldberg encouraged them to come up with a proposal.

In the summer of 2020, the pair retained a law firm to advise them on restructuring, but also on a plan B: a new company. Blodgett, who had married into the influential Tisch family, began meeting with other funders, including the offices of his extended family.

In early 2021, Tatum and Blodgett got a proposal from Goldberg about equity, but it involved a long-term incentive plan that made their restructuring seem unlikely.

Blodgett’s thought process is legible through notes he made to himself at the time. He considered himself the firm’s “golden goose,” he wrote, “leveraging my name, my family’s name, my relationships,” while “getting NOTHING in return. NOTHING.”

He edged closer to a decision.

“I’m 38 years old,” he wrote. “The time is now.”

Yet still hopeful about a restructuring, Blodgett presented a proposal to Goldberg: He would replace the attorney as CEO, with Tatum as COO. Goldberg dismissed it out of hand.

“Restarting is a reality,” Tatum texted Blodgett after.

As they became more serious about leaving to start a new company, Blodgett began to share confidential Fairstead information with two separate family offices, that of the Tisches and of his father-in-law, hedge funder Donald Sussman.

To Feldman, he proposed a plan to give himself 40 percent of the equity and a path to full control in a decade.

“Everyone is here because of me. But they realize that I have no power. No control,” Blodgett told Feldman. “Everyone says it’s my company.” Tatum had earlier made a similar statement to Goldberg: “I will not sell a dream I know nothing about and have no control over,” he said in April of 2020.

Ultimately, no ideas for a new structure were approved.

With employees beginning to eye the exit and whispers of a new venture, Goldberg proposed a transition plan. But in September 2021, Fairstead’s IT department intercepted an email to Blodgett: an invoice from the law firm he retained, about the new company.

Feldman tried to squeeze Blodgett, terminating him for cause and canceling all his equity. Tatum resigned shortly after but continued to work for a 120-day notice period and “thought he left on good terms.” Blodgett started a competing venture, Tredway. Following his notice period, Tatum ultimately did not go to work for him.

After Tatum left, Fairstead offered Tatum a lowball number for his equity. When Tatum rejected it, Fairstead retroactively terminated him for cause and declared his equity forfeited. Tatum sued the company. But, in a panic following the original restructuring meeting, Tatum had downloaded thousands of documents, both personal and confidential. Though he later returned most of the confidential documents, Fairstead countersued, arguing Tatum breached his employment contract and his fiduciary duty.

“Not credible”

Michael Carlinsky, an attorney with Quinn Emanuel for Fairstead, declined to comment on behalf of the company.

The judge rejected several points from Feldman and Goldberg’s accounts.

Goldberg at trial denied knowing that Tatum and Blodgett wanted substantial ownership and control. He also denied encouraging them to come up with a restructuring proposal and telling them that he was working on a plan to get them more equity.

Feldman denied discussing a joint venture with Blodgett.

“The contemporaneous documents show that Goldberg both knew what Blodgett and Tatum wanted and was trying to steer them toward possibilities that Feldman might find acceptable,” Laster wrote.

Ultimately, in the case of Tatum, the court found that Goldberg and Feldman’s behavior around his departure, including cancelling Tatum’s equity interests, was in bad faith. Tatum was awarded the value of his 5.25 percent equity. The judge sided with Tatum’s appraiser as to that value, rather than with Fairstead’s. That put the award at about $7.8 million. With a percentage of the promote on two sales, damages will be nearly $10 million, before interest.

The judge also largely rejected Fairstead’s claims of breach of contract and breach of fiduciary duty, although he agreed that Tatum breached his employment contract by downloading company documents.

Fairstead was awarded the cost of investigating that breach, about $155,000.

In a statement, Tatum said he was still proud of what the team built at Fairstead and the partners that made it possible.

“What followed my exit was an orchestrated attempt by Fairstead to erase that legacy by assaulting my character, burying me in litigation, and taking what was rightfully mine,” he wrote. “The court’s thorough decision sets the record straight.”

Tatum’s legal team included his wife, Sara Shaw Tatum, a litigator and former Supreme Court clerk.

Blodgett’s lawyers at Susman Godfrey declined to comment about their client’s case, and it is unclear whether he would fare similarly to Tatum. In January, a different Delaware decision determined that Fairstead didn’t have the right to take Blodgett’s equity. In April, an arbitrator found Blodgett had misused Fairstead’s proprietary information and enlisted other employees in a plan to take control of the company. Because that relates to Blodgett’s employment contract, not his operating agreement, it does not imply that Blodgett’s entire interests would be canceled, according to the judge.

In 2022, when it had a $6 billion portfolio and 16,500 units, Goldberg told The Real Deal that it was aiming to have 50,000 units by 2027. Asked then about Blodgett’s departure, Goldberg said: “I think in some ways change is good.”