United States Court of Appeals For the Seventh Circuit ____________________ No. 24-1627 CHARLES BICH and BRUNO BICH TRUST, Plaintiffs-Appellants, v. WW3 LLC and CURT D. WALDVOGEL, Defendants-Appellees. ____________________

Appeal from the United States District Court for the Eastern District of Wisconsin. No. 1:20-cv-01016-WCG — William C. Griesbach, Judge. ____________________

ARGUED NOVEMBER 6, 2024 — DECIDED MARCH 10, 2025 ____________________

Before BRENNAN, KOLAR, and MALDONADO, Circuit Judges. BRENNAN, Circuit Judge. Charles Bich and a trust belonging to his father, Bruno Bich, made a series of loans to a company constructing what was supposed to be a lucrative oil-pro- cessing facility. The debtors purportedly assured the lenders their investment would be “secured,” or “backed,” by real and personal property. When the project did not succeed, the lenders did not receive their money back, so they sued the debtors for breach of contract. Under Wisconsin law, any time 2 No. 24-1627 property serves as security for a loan, the parties must satisfy the statute of frauds. Because there was no written evidence meeting that requirement, the loan agreement is unenforcea- ble. I A In 2014, Curt Waldvogel purchased vacant real property in North Dakota to capitalize on a growing oil and gas market in the state. He eventually transferred the land to WW3 LLC, of which he was the sole owner. Waldvogel and two business partners planned to construct a facility on the land that would process all oil waste originating from the nearby Fort Berthold Reservation. To obtain the necessary equipment, Waldvogel needed money. He approached Charles Bich, a longtime ac- quaintance, about investing in the project. To entice Charles’s investment, Waldvogel told him the facility would be the only one of its kind in the area, giving it a monopoly over pro- cessing reservation oil waste. Charles discussed the investment with his father, Bruno Bich, who agreed to fund the project through his trust. 1 The Bichs say Waldvogel promised them the land and improve- ments would “back” and “secure” any investment. Waldvo- gel disputes he made this promise. Waldvogel and his business partners created two other en- tities for the project. One was Branch Energy and Environ- mental Services, LLC (“Branch”), which was designated as a

1 Although one plaintiff is a trust, we refer to them collectively as “the Bichs.” When discussing them individually, we refer to them as “Charles” and “the Trust.” No. 24-1627 3 holding company for both the property and the operating en- tity. Waldvogel and the two partners—not the Bichs—were Branch’s owners and managers. The other entity was Manda- ree Project, LLC, a wholly owned subsidiary of Branch, which would operate the facility. The Bichs began investing in the project through a series of convertible notes issued by Branch. The notes allowed the Bichs the opportunity to convert their initial debt positions into equity. They never exercised that right. Between Septem- ber and December 2014, the Bichs each loaned Branch $625,000, for a total investment of $1,250,000. The facility’s operations ran into immediate problems. Contrary to expectations, it was not the sole treatment facility for oil waste originating on reservation lands. And the permit- ting process took longer than anticipated, leading to reduced customer interest. Waldvogel solicited the Bichs in mid-2015 for additional investment to keep operations afloat. Charles and the Trust each loaned Branch another