MSP+ sues founding CEO over 2023 roll-up; the Bielanskis countersue, saying MSP+ defaulted a $700K SBA loan it took on

Before the story, a disclosure. I own Small Biz Thoughts and IT Service Provider University, which sell community and education to MSP owners, including an M&A course taught by James Kernan. James knows people on both sides of this case and wasn’t involved in any of the businesses in it. MSP+ sells advisory and leadership work to the same MSP owners, so I’m reporting on a company in a market I compete in. This story also ends on lessons about how deals get done, a subject my business sells a class on. And I know MSP+’s CEO, Brett Jaffe, and several others on its leadership team professionally from the MSP community, and I know Adam and Nicole Bielanski from the MSP community as well. Weigh my conclusions with all of that in mind. The facts come from the court filings.

MSP+ v. Bielanski: The Roll-Up Paperwork That Didn’t Match
MSP+, the consultancy formed in 2023 by combining five firms that advise managed service providers, is suing Adam Bielanski, its founding CEO, along with his wife Nicole Bielanski and three companies tied to them. The suit says the couple misrepresented the finances of the largest firm in the merger, left MSP+ paying a federal disaster loan it never legally owed, and took company data when they left.

The Bielanskis deny the claims and have countersued. They say MSP+ took on the loan as part of the deal, then stopped paying it, pushing it into default, and that the company owes them at least $175,000 in deferred pay.

The case, MSP Plus OS Inc. v. Bielanski (No. 2:26-cv-02620), was filed August 20 in federal court in Las Vegas. None of the claims on either side has been tested in court. Both filings, MSP+’s complaint and the Bielanskis’ answer and counterclaims, are posted in full with this story at businessof.tech.

How the roll-up was built

MSP Plus OS Inc. was incorporated in Nevada on August 24, 2023. On September 30 it merged five businesses: Sierra Pacific Group, ConnectStrat, Stack Advisors, XPM2 Partners and Delta Vida. The owners were paid in MSP+ stock rather than cash. Adam Bielanski, CEO of Sierra Pacific Group (SPG), became MSP+’s first chief executive. Nicole Bielanski was SPG’s chief revenue officer and joined MSP+’s initial board.

According to the Bielanskis’ counterclaim, MSP+ issued 200,000 shares at $29.96 each, a total of about $6 million. SPG’s contributed assets were valued at $2.72 million, the largest of the five, and the Bielanskis’ holding company received 22.68% of the stock.

Seven months later, that valuation was revised. The counterclaim says that in April 2024, MSP+’s finance lead told shareholders SPG “actually had significant negative EBITDA and liabilities” and proposed revaluing it. The shareholders then approved restructuring the company’s stock, raising the share count from 200,000 to 900,000 and cutting the Bielanskis’ stake to 17.35%.

Brett Jaffe replaced Adam Bielanski as CEO in January 2025. Bielanski stayed on as Chief Community and Ecosystem Officer until he resigned effective December 31, 2025. Nicole Bielanski’s employment ended in July 2025, according to the counterclaim.

The Complaint and the Countersuit
What MSP+ alleges

MSP+’s complaint says the Bielanskis induced the merger with misleading figures about SPG. It cites a September 13, 2023 email from Adam Bielanski saying SPG was “Back to 15% Profit and trending higher,” and a pre-close financial summary describing 80% of SPG’s revenue as monthly recurring. MSP+ says several of those engagements were actually fixed-term projects, some already ending or ended, and that projects billed in advance left MSP+ to deliver the work with no revenue against it.

MSP+ also says SPG could not meet its December 2023 payroll. That shortfall was disclosed on December 22, days before launch, and a shareholder covered it with a $200,000 bridge loan.

The complaint quantifies the damage. It says monthly revenue lines of about $133,000 present in January 2024 were gone by January 2026. Staff fell from about 61 at the merger to about 24, with more than $250,000 in severance, and the company carries a credit line of about $454,000. The complaint calls the sale MSP+ had planned “no longer realistically available on the terms originally anticipated.”

The loan is the second front. The merger agreement listed “SBA Loan SPG, EIDL loan $700k” as a debt MSP+ would take on. MSP+ says the actual borrower was Sierra Pacific Consulting, a separate Bielanski company that was not part of the merger, and that the SBA refused to transfer the loan in April 2024. MSP+ made 24 monthly payments totalling $99,840 before stopping in January 2026, and wants that money back along with a court ruling that the loan was never its debt.

The third front concerns the departures. MSP+ alleges Adam Bielanski deleted more than 40 gigabytes of company email and documents. It also alleges Nicole Bielanski downloaded MSP+’s client list from HubSpot and that her new employer, FrictionlessIT, later confirmed she brought a list containing MSP+’s former clients. MSP+ further says Adam Bielanski used a FrictionlessIT email account in April 2026 to offer coaching to an MSP+ client. Among MSP+’s 13 claims is misappropriation of trade secrets under the federal Defend Trade Secrets Act.

The Bielanskis’ response

In their September 29 answer, the Bielanskis deny nearly all of it. They confirm that SPG could not meet its December 2023 payroll from its own resources, but put the shortfall at $100,000 and say they repaid their share of the bridge loan. They deny deleting company data. They say Nicole Bielanski accessed HubSpot as part of her job as chief revenue officer and later chief marketing officer, and that Adam Bielanski’s coaching work does not compete with MSP+.

On the loan, they say SPG’s owners agreed to carry it and, in 2022, voted to increase it from about $152,000 to about $700,000. They say MSP+’s officers signed a March 2024 letter to the SBA requesting the transfer “with a full understanding of the responsibilities and obligations associated with the EIDL.” MSP+ stopping payment, they say, led the SBA to declare the loan in default and demand the full balance. Adam Bielanski is its personal guarantor.

Their counterclaims ask the court to rule that MSP+ took on the loan and must cover Adam’s personal guarantee. They also seek at least $100,000 in deferred pay for Adam and $75,000 for Nicole, plus Nevada’s late-wage penalties, and reimbursement of their legal costs under MSP+’s bylaws. Finally, they ask the court to confirm their holding company owns 156,132 MSP+ shares and to enforce a right to make MSP+ buy those shares back.

What the parties said

MSP+ said in a statement: “We appreciate the opportunity to provide some context. Because the litigation is ongoing, we’re limiting our comments on the case to what is reflected in our public court filings and allowing the legal process to address the disputed matters.” The company said its focus is on clients and “the next chapter of MSP+,” offering advisory, leadership-development and operational work to MSP owners. MSP+ declined to give a current headcount, saying staffing would be addressed within the litigation.

Michael Feder of Dickinson Wright, the Bielanskis’ attorney, said the answer to Business of Tech’s questions “is contained in the filed Answer and Counterclaim, which contains a far more accurate reflection of the matters at issue in the case.”

ConnectWise told Business of Tech that its Advantage Program, which MSP+’s complaint cites as a source of lost revenue, has since ended. It said its current ConnectWise Partner Program, a sell-through offering focused on marketing and sales support for MSPs, is a separate program that for a time ran alongside it. Jaffe said MSP+ still does substantial consulting work on ConnectWise products, but that the work is no longer driven by ConnectWise itself.

Steve Martin, CEO of FrictionlessIT, said: “As this is a legal matter between two other parties, out of consideration for the parties involved, we feel it best not to comment on legal aspects of the case. However, it’s a matter of public record that Adam and Nicole were employed at FrictionlessIT and that they have both moved on to other endeavors. We have great respect for Adam and Nicole as well as our friends at MSP+. We hope and pray they can resolve their dispute as quickly as possible.” FrictionlessIT did not address the complaint’s account of the client list.

MSP+’s response to the counterclaims is due October 20 under the federal rules, unless the court extends it.

Why Do We Care?
Because underneath the accusations, this is a case about documents that didn’t match reality. The merger agreement listed the loan as SPG’s. The borrower of record was Sierra Pacific Consulting, a separate company Adam Bielanski ran, which wasn’t part of the merger, and Adam Bielanski personally guaranteed it.

And the paperwork never caught up. In March 2024, MSP+’s officers, the Bielanskis among them, asked the SBA to transfer the loan; according to the complaint, that request named Sierra Pacific Consulting as the holder. A week later, all nine shareholders, the Bielanskis included, signed an addendum that, by the Bielanskis’ own filing, said Sierra Pacific Group had obtained the loan. MSP+ describes that addendum as a response to what it was learning about the loan. It named SPG, not the borrower of record.

The two biggest fights in this case, who owes the loan and what SPG was worth, both come back to whether the paper matched the facts. That matters because in a contract fight, the signed documents usually are the reality. The Bielanskis argue the agreements are fully integrated, meaning what was signed is the whole deal. MSP+ argues the paper itself was false. Either way, the argument starts with what was signed. So before you sign anything in a deal, check that the documents say what’s true: the name on the loan, the terms of the contracts, and the approval of anyone, like a lender, who has to agree. If the documents don’t match the facts, the documents are what you’ll end up litigating.

That’s the main lesson.

There are seven more, and each one holds no matter who wins.

Second, your emails become the evidence. Both sides built their cases on messages nobody wrote for a courtroom. MSP+ quotes Adam Bielanski telling the people he was merging with, less than three weeks before closing, that SPG was “Back to 15% Profit and trending higher.” The Bielanskis quote MSP+’s finance lead writing that SPG “actually had significant negative EBITDA and liabilities,” and later that the loan payments “might need to revert back to the SPG shareholders if MSP+ goes under.” Every one of those lines was written while running a business. Every one is now in a federal court filing. Write deal emails as if a judge will read them.

Third, check cash, not just revenue. According to MSP+, the summary it saw before closing described SPG’s margins and its recurring revenue. Both sides now agree SPG couldn’t meet its December 2023 payroll from its own resources, three months after the deal closed. They disagree only about the size of the gap: $200,000 according to MSP+, $100,000 according to the Bielanskis. Revenue tells you what a business bills. Cash tells you whether it can pay its people.

Fourth, vendor-program revenue can disappear for reasons nobody in the deal controls. MSP+’s complaint lists lost ConnectWise Advantage revenue among the losses it ties to SPG, which the Bielanskis deny, and says that program generated as many as 130 projects a month at its peak. ConnectWise says that program has since ended, and neither side’s filing mentions it ended. If part of what you’re buying depends on a vendor’s program, the vendor can change its value without asking you.

Fifth, in a stock deal, the price can change after closing. SPG’s owners were paid in MSP+ shares. About seven months later, by majority vote, the shareholders reallocated the company’s stock and took the share count from 200,000 to 900,000. The Bielanskis’ stake fell from just under 23 percent to just over 17, and the other SPG owners’ stakes fell by the same proportion. If you’re paid in paper, read the shareholder agreement for who can change what that paper is worth, and how many votes it takes.

Sixth, a personal guarantee doesn’t leave with the business. Adam Bielanski guaranteed the loan when it was taken out and again when it was increased. The business moved and the loan was listed in a merger, but the guarantee stayed with him. When MSP+ stopped paying, the Bielanskis say, the SBA declared the loan in default and demanded the full balance. Adam Bielanski is now asking the court to make MSP+ cover his guarantee. If you’re selling a business with debt you’ve personally guaranteed, get released by the lender, or indemnified in writing, before you close.

Seventh, deferring pay makes you a creditor. The Bielanskis say MSP+ asked its executives, them among them, to defer part of their pay. Adam Bielanski now says he’s owed at least $100,000 and Nicole Bielanski at least $75,000. MSP+ says other shareholders advanced at least $175,500 in cash and deferred at least $138,345 in pay, and that the Bielanskis made no comparable contribution. The Bielanskis say their combined deferrals exceed what every other shareholder deferred put together.  Deferred pay is effectively an unsecured loan to your own company. If you defer, put the repayment terms in writing, including what happens when you leave.

Eighth, retention settles departure disputes. MSP+ says Adam Bielanski deleted more than 40 gigabytes of company email and documents on his way out. He denies it. By MSP+’s account, the data has not been recovered. A retention policy that preserves mailboxes would have made that a question with an answer instead of a dispute. It’s a service most MSPs sell. Make sure your own shop runs it, especially when someone senior gives notice.