United States Court of Appeals For the Seventh Circuit ____________________ No. 23-3200 YASH VENTURE HOLDINGS, LLC, Plaintiff-Appellant, v. MOCA FINANCIAL, INC., JOHN A. BURNS, and RAJEEV ARORA, Defendants-Appellees. ____________________

Appeal from the United States District Court for the Central District of Illinois No. 4:19-cv-04176 — Sara L. Darrow, Chief Judge. ____________________

ARGUED MAY 28, 2024 — DECIDED AUGUST 28, 2024 ___________________

Before JACKSON-AKIWUMI, LEE, and KOLAR, Circuit Judges. KOLAR, Circuit Judge. Start-up companies need money to start up. To get that necessary capital, new businesses often partner with outside investors, exchanging the investors’ funds today for an ownership interest in the firm tomorrow. In an ideal world, the partnership goes forward, the business prospers, and all parties are satisfied. But sometimes these would-be partnerships fall apart, the company moves on without the investor, and litigation ensues. As might be 2 No. 23-3200 expected, this appeal involves the latter circumstance. Specifically, this case concerns various claims brought by a possible investor against a start-up relating to an alleged oral agreement to exchange $600,000 worth of software development for a 15 percent non-dilutable ownership interest in the future company. Because the plaintiff has not pleaded factual allegations sufficient to support that any enforceable agreement was reached, we affirm. I. Background Back in 2018, Defendants-Appellees John Burns and Rajeev Arora were looking for an investor for their new company, Moca Financial Inc (Moca) (collectively, with Burns and Arora, Defendants). 1 One of the individuals they approached for funds was Manoj Baheti. Plaintiff-Appellant Yash Venture Holdings, LLC, is Baheti’s designee. 2 Over the course of several months, the parties engaged in discussions and exchanged documents about a possible investment in Moca. Eventually, the relationship between Defendants and Plaintiff broke down, culminating in the present litigation. All of Plaintiff’s claims—and therefore, this appeal—rest on the same set of factual allegations. Plaintiff alleges that, in late 2018, the parties agreed that Plaintiff would provide software development services in exchange for an ownership

1 Moca’s business focuses on providing “functionalities,” including the development of certain types of payment software, to the credit card industry. 2 For ease of understanding, this opinion will refer to Baheti and Yash Venture collectively as “Plaintiff.” No. 23-3200 3 interest in Moca. We reproduce the critical allegation as to this exchange from the complaint in full: After multiple discussions regarding the investment opportunity, on or about November 18, 2018, by way of a telephone conversation, Arora, on behalf of the Defendants, orally offered Baheti, through his representative, Bala Navuluri, a fifteen percent (15%) ownership interest in Moca in exchange for $600,000 of development work related to the Software. Bala Navuluri, on Baheti’s behalf, orally accepted such offer upon the understanding Baheti’s interest would not be diluted, as compared to Burns’ and Arora’s interests in Moca, before issuance of stock representing such ownership interest, and through the initial capitalization of Moca. Such offer and acceptance are hereafter referenced as the Parties’ Agreement. (emphasis added). As the complaint details, less than a month later, on December 6, 2018, Defendants provided Plaintiff with a document titled “MOU for Company Forma