United States Court of Appeals for the Fifth Circuit ____________ United States Court of Appeals Fifth Circuit No. 23-50297 ____________ FILED March 5, 2024 Dean Chase, Lyle W. Cayce Clerk Plaintiff—Appellant,

versus Ryan E. Hodge; Helping Hands Capital, L.L.C., a Texas Limited Liability Company,

Defendants—Appellees. ______________________________

Appeal from the United States District Court for the Western District of Texas USDC No. 1:20-CV-175 ______________________________ Before Davis, Southwick, and Ho, Circuit Judges. Leslie H. Southwick, Circuit Judge: This litigation is a business dispute over the formation and ownership of a limited liability company. The plaintiff alleges there was an agreement with the defendant that the plaintiff would be an equal owner of the business, but the company was improperly formed with the defendant as the sole owner. The district court granted summary judgment to the defendant based on, among other grounds, the statute of limitations and the statute of frauds. We AFFIRM. Case: 23-50297 Document: 58-1 Page: 2 Date Filed: 03/05/2024

No. 23-50297

FACTUAL AND PROCEDURAL BACKGROUND Dean Chase, Ryan E. Hodge, and Mark Guedri owned HMR Funding, a business that provided case-expense loans for litigants. In 2013, they decided to form a business to make pre-settlement medical advancement loans to litigants, with the loans to be secured by future proceeds of any lawsuit settlement. Chase alleges Hodge, as attorney for both Chase and Guedri, was to form the entity, and the parties would have equal ownership interests in the business and split the profits equally. There is no written agreement among the parties and thus no text to interpret. Helping Hands Capital, LLC was formed as a Texas limited liability company on March 28, 2013. Only Hodge was listed on the Certificate of Formation as the managing member of the business. Hodge was also named in the initial Company Operating Agreement as the sole owner of Helping Hands’ member units. Neither Guedri nor Chase was ever listed as owners in any document. In 2016, Guedri transferred any interest he had in Helping Hands back to the business. Chase’s sworn declaration states that after the transfer, Hodge informed him they were now 50/50 partners. Distributions to both Hodge and Chase were made on a 50/50 basis until early 2018. Chase then began insisting that Hodge provide him with Helping Hands’ financial information, but Hodge responded in April 2018 that Chase held an “economic benefit only” in the company, not “legal ownership,” and Helping Hands was “owned 100% by a trust.” Chase contends that this was the point when Hodge began excluding him from the business, causing a breach of contract claim to accrue. In an April 2018 email, Hodge wrote Chase that the agreement among the three initial parties was “a gentleman’s agreement of ownership,” but neither Chase nor “Guedri have ever made any capital contributions to the

2 Case: 23-50297 Document: 58-1 Page: 3 Date Filed: 03/05/2024

No. 23-50297

company nor have either of [them] ever made any capital availab