IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS

AUSTIN DIVISION

DEAN CHASE §

§

V. § 1: 20-cv-0175-RP

§

RYAN HODGE, et al. §

REPORT AND RECOMMENDATION

OF THE UNITED STATES MAGISTRATE JUDGE

TO: THE HONORABLE ROBERT PITMAN

UNITED STATES DISTRICT JUDGE

Before the Court are Defendant Helping Hands Capital, LLC’s Rule 12(b)(6) Motion to

Dismiss (Dkt. No. 56); Defendant Ryan E. Hodge’s Rule 12(b) Motion to Dismiss (Dkt. No. 60);

Plaintiff’s Response (Dkt. No. 64); and Defendants’ Reply (Dkt. No. 67). The District Court referred

the motions to the undersigned for a report and recommendation pursuant to 28 U.S.C. § 636(b) and

Rule 1(c) of Appendix C of the Local Court Rules. 

I. BACKGROUND 

This case involves a dispute about the ownership of Texas limited liability companyHelping

Hands Capital, LLC. Helping Hands provides non-recourse living expenses for parties involved in

personal injury claims and suits. Helping Hands was formed in 2013, with Ryan Hodge, an attorney

licensed in and residing in Kansas, as its sole member. Dean Chase, a Florida citizen, asserts claims

against Hodge, Hodge’s then-spouse Stephanie, and Helping Hands. Chase filed the suit in Travis

County district court, and Defendants removed it to federal court based on diversity.

The dispute focuses on Chase’s alleged ownership interest in Helping Hands. The following

facts are taken from Chase’s First Amended Complaint. Dkt. No. 54. Chase asserts that in 2013,

Ryan Hodge, Chase and another individual who is not a party, Mark Guedri, decided to start a

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business to provide loans to litigants, which would be secured by the future proceeds of any lawsuit

settlement. At the time, the three were partners in a separate business, HMR, that provided case

expense loans. Chase maintains that Hodge, acting as an attorney for Chase and Guedri, formed the

new entity, and that the parties agreed to treat it as an equal partnership in which each owned one

third of the company, and would share profits in thirds as well. On March 28, 2013, Hodge formed

Helping Hands Capital, LLC, as a Texas limited liability company (“Company”), listing himself on

the Certificate of Formation as the Managing Member, but making no mention of Chase or Guedri

in the filing. 

From 2013 through 2016 the Company typically reinvested profits into the Company;

however, when funds were occasionally distributed to the three partners, it was always on the same

one-third basis as initially agreed upon. In 2016, Guedri tendered his interest back to the Company.

Chase asserts Hodge acknowledged to Chase in writing that going forward they were “50/50

partners.” In 2016 and 2017, distributions to Hodge and Chase were allegedly made on a 50/50

basis. Chase alleges that up to 2017, Hodge was always forthcoming with financial information on

the Company, and Chase and Hodge worked together to further the interests of the Company. In

early 2018, Chase began pressing Hodge for financial information on the Company. On April 26,

2018, Hodge sent a communication to Chase advising that Chase’s interest in the Company was an

“economic benefit only” and not “legal ownership.” Chase alleges that Hodge instructed Chase to

cease telling third parties that he (Chase) was an owner of the Company, despite Hodge having

mentioned to third parties on countless occasions that Chase was his “partner” and an “owner of

Helping Hands.” 

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Chase contends that Hodge asserted for the first time in 2018 that the Company was “owned

100% by a trust” and that Hodge had no ownership in Helping Hands himself. It was during this

timeframe that Chase alleges Hodge began excluding Chase from the business. On May 13, 2018,

Hodge and Chase met in Washington, DC to try to resolve their issues regarding Helping Hands.

Chase alleges that during this meeting Hodge again assured Chase that each were “50/50 partners”

in Helping Hands and each would continue to work to realize solid growth and an exit strategy for

the Company in order to reap the rewards of their many years of sacrifice in building the Company.

Following the meeting, Chase requested he be provided with all information and documents

pertaining to Helping Hands since its inception and requested “complete and unlimited access” to

Helping Hands’ books and records on a going forward basis. Chase requested that this information

be provided on or before June 1, 2018. Hodge, however, never provided the information.

On January 11, 2019, Hodge forwarded “preliminary financials” to Chase, and Chase

requested further documentation be provided to a forensic accountant. Hodge refused. Throughout

2019, Chase tried to resolve the issues with Hodge. Then, on September 26, 2019, Hodge emailed

Chase and offered to buy Chase’s “interests” in Helping Hands for $25,000, or otherwise he would

“transfer” his money out of Helping Hands and sell the assets and wind down the Company. Chase

argues this offer was patently disingenuous, because the company has made and received millions

of dollars in loans over the past two years. 

In his First Amended Complaint, Chase asserts that Hodge has been involved in a hotly

contested divorce and fears that Hodge may be wasting or transferring assets and revenues of the

Company in an effort to hide the money from both Chase and Hodge’s ex-wife, Stephanie Hodge,

who is also named as a defendant in this case. He argues that Hodge has engaged in a consistent

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scheme of self-dealing, usurpation of corporate opportunities, and wasting of company assets. In

turn, Hodge and Helping Hands assert that Chase has never been a member of Helping Hands, that

he was compensated similarly to a contractor, and he is not entitled to relief on his claims.

Additionally, Helping Hands argues that Chase has failed to name Chase First Chance Trust II,

Helping Hands’ sole member, as a party to this case; and that therefore, the Court may not award

ownership of Helping Hands to Chase pursuant to Rule 19(a)(1). 

Chase asserts claims against Ryan Hodge for: (1) breach of fiduciary duty; (2) breach of

contract; (3) violations of the Texas Securities Act; (4) common law and statutory fraud; (5) a

declaration of Chase’s rights in Helping Hands; and (6) the appointment of a receiver. He sues

Helping Hands for (1) violations of the Texas Securities Act; (2) knowing participation in breach

of fiduciary duty; (3) statutory fraud; (4) a declaration of Chase’s rights in Helping Hands; and (5)

appointment of a receiver.1 Helping Hands, LLC and Ryan Hodge separately move to dismiss

Chase’s claims against them. Helping Hands asserts Chase has failed to state a claim. Ryan Hodge

argues that the Court lacks personal jurisdiction over him; and alternatively, that Chase has failed

to state a claim against him.2

II. LEGAL STANDARDS

A. Rule 12(b)(6)

Federal Rule of Civil Procedure 12(b)(6) allows a defendant to move for dismissal of a

plaintiff's claims before filing its answer when the pleadings, on their face, fail “to state a claim upon

1Chase also sues Stephanie Hodge, asserting the sole claim that she knowingly participated

in a breach of fiduciary duty.

2

 Hodge does not move to dismiss Chase’s breach of contract claim. 

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which relief can be granted.” A pleading states a claim for relief when, inter alia, it contains “a short

and plain statement . . . showing that the pleader is entitled to relief.” FED. R. CIV. P. 8(a)(2). “To

survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to

‘state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)

(quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). In ruling on a Rule 12(b)(6) motion,

a court may rely on the complaint, its attachments, “documents incorporated into the complaint by

reference, and matters of which a court may take judicial notice.” Dorsey v. Portfolio Equities, Inc.,

540 F.3d 333, 338 (5th Cir. 2008). A court must accept as true all factual allegations, although the

same presumption does not extend to legal conclusions. Iqbal, 556 U.S. at 678.

B. Rule 12(b)(2) 

Rule 12(b)(2) authorizes the court to dismiss an action for lack of personal jurisdiction over

the defendant. FED. R. CIV. P. 12(b)(2). When a defendant files a motion to dismiss for lack of

jurisdiction under Federal Rule of Civil Procedure 12(b)(2), the plaintiff bears the burden of

demonstrating that the court has personal jurisdiction over the defendant. Luv N' Care, Ltd. v.

Insta–Mix, Inc., 438 F.3d 465, 469 (5th Cir.2006), citing Wyatt v. Kaplan, 686 F.2d 276, 280 (5th

Cir.1982). At the pretrial stage of litigation, if the district court does not conduct a hearing on

personal jurisdiction, the plaintiff need only present a prima facie case of personal jurisdiction.

Wilson v. Belin, 20 F.3d 644, 648 (5th Cir.) cert. denied, 513 U.S. 930 (1994); Johnston v. Multidata

Systems Intern. Corp., 523 F.3d 602, 609 (5th Cir. 2008). Proof by preponderance of the evidence

is not required. Johnston, 523 F.3d at 609.

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III. ANALYSIS

A. Ryan Hodge’s 12(b)(2) and 12(b)(6) Motion to Dismiss 

1. Personal Jurisdiction 

Ryan Hodge moves to dismiss the claims against him pursuant to Rule 12(b)(2), arguing the

Court does not have personal jurisdiction over him based upon his lack of minimum contacts with

Texas. “A federal district court sitting in diversitymay exercise personal jurisdiction over a foreign

defendant if: (1) the long-arm statute of the forum state creates personal jurisdiction over the

defendant; and (2) the exercise of personal jurisdiction is consistent with the due process guarantees

of the United States Constitution.” Clemens v. McNamee, 615 F.3d 374, 378 (5th Cir. 2010).

Because the Texas long-arm statute “extends as far as constitutional due process allows,” it is only

necessary to consider the second inquiry. McFadin v. Gerber, 587 F.3d 753, 759 (5th Cir. 2009);see

Alexander v. Greenwood Hall, Inc., 2019 WL 2913953, at *6 (S.D. Tex. July 8, 2019) (“Since the

Texas long-arm statute extends to the limits of federal due process, the two-step inquiry collapses

into one federal due process analysis.”). 

A plaintiff bears the overall burden of establishing jurisdiction over a non-resident and may

meet this burden “by presenting a prima facie case that personal jurisdiction is proper.” Wilson v.

Belin, 20 F.3d 644, 648 (5th Cir. 1994). When a defendant disputes factual bases for personal

jurisdiction, the district court mayconsider the record before it, including “affidavits, interrogatories,

depositions, oral testimony, or any combination of the recognized methods of discovery.” Quick

Technologies, Inc. v. Sage Group PLC, 313 F.3d 338, 344 (5th Cir. 2002). The court has discretion

as to the type and amount of jurisdictional discovery it will allow, but unless there is a full and fair

hearing, it should not act as a factfinder and must construe all disputed facts in favor of the plaintiff.

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Walk Haydel & Associates, Inc. v. Coastal Power Prod. Co., 517 F.3d 235, 241 (5th Cir. 2008);

Dontos v. Vendomation NZ Ltd., 582 F. Appx 338, 342 (5th Cir. 2014) (per curiam)); accord Luv

N' care, Ltd. v. Insta-Mix, Inc., 438 F.3d 465, 469 (5th Cir. 2006) (noting that the “court must

resolve all undisputed facts submitted by the plaintiff, as well as all facts contested in the affidavits,

in favor of jurisdiction”).

a. Fiduciary Shield Doctrine

 Before analyzing Hodge’s minimum contacts, the Court addresses Hodge’s argument that

the Court cannot exercise jurisdiction over him because of the “fiduciary shield doctrine.” That

doctrine states that “[t]he general rule is that jurisdiction over an individual cannot be predicated on

jurisdiction over a corporation; the fiduciary-shield which cloaks corporate agents and officers

usually prevents a court from attributing actions made on behalf of the corporation to the agents or

officers who performed them.” Intermed Laboratories, Inc. v. Perbadanan Geta Felda, 898 F. Supp.

417, 420 (E.D. Tex. 1995) (citing Stuart v. Spademan, 772 F.2d 1185, 1197 (5th Cir. 1985)). Hodge

argues that, “allegations that Ryan Hodge formed Helping Hands in Texas, or that he communicated

with individuals or entities in Texas related to Helping Hands, or that he traveled to Texas in

connection with Helping Hands business, cannot form the basis for exercising personal jurisdiction

over Ryan Hodge individually.” Dkt. No. 60 at 22.

Chase responds that the fiduciary shield doctrine is inapplicable in the context of

jurisdictional analysis under the Due Process Clause. See Calder v. Jones, 465 U.S. 783 (1984);

Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 781 (1984). While the Court agrees, to date the

Fifth Circuit has not addressed this precise issue. However, in Donovan v. Grim Hotel Company, 

the Fifth Circuit, applying Calder, refused to find the fiduciary shield doctrine prevents Texas

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plaintiffs from bringing a wage-and-hour lawsuit against an out-of-state owner of five hotels who

hired the Texas employees to manage those hotels. 747 F.2d 966, 973–74 & n. 10 (5th Cir. 1984);

see also Gen. Retail Servs., Inc. v. Wireless Toyz Franchise, LLC, 255 Fed. App’x. 775, 793–95 (5th

Cir. 2007) (unpublished) (applying Donovan and holding corporate officer who circulated allegedly

fraudulent franchise circulars in Texas could not avail himself of fiduciary-shield doctrine although

other corporate officers who did not direct contacts at Texas could and opining that “neither Texas

or federal law allowed the defendant to hide behind his corporate status”). More importantly, the

fiduciary shield doctrine has come under increasing criticism and been rejected by the circuit courts

that have addressed it.3see also 3AWILLIAMMEADE FLETCHERET AL., FLETCHERCYCLOPEDIA OF

THELAWOFCORPORATIONS § 1296.20 (updated September 2019). Thus, there is a broad consensus

3

See Villa Marina Yacht Sales, Inc. v. Hatteras Yachts, 915 F.2d 7, 10–12 (1st Cir. 1990)

(resting personal jurisdiction on the defendant's actions taken ‘[a]s the corporate officer’); Retail

Software Servs., Inc. v. Lashlee, 854 F.2d 18, 21–24 (2d Cir. 1988) (grounding the exercise of

personal jurisdiction over individual defendants in part on actions made in a corporate capacity);

FlagHouse, Inc. v. ProSource Dev., Inc., 528 F. App'x 186, 189 & n.4 (3d Cir. 2013) (noting there

is no basis for the fiduciary shield doctrine under the Due Process Clause ‘because the Supreme

Court has held that it does not violate due process to find personal jurisdiction based solely on

contacts made in an employee's official capacity’); ePlus Tech., Inc. v. Aboud, 313 F.3d 166, 177

(4th Cir. 2002) (relying on Calder to hold that an individual defendant ‘is not immune from

jurisdiction in Virginia merely because her contacts with the Commonwealth were made ostensibly

on behalf of’ her employer); Balance Dynamics Corp. v. Schmitt Indus., Inc., 204 F.3d 683, 698 (6th

Cir. 2000) (holding “that the mere fact that the actions connecting defendants to the state were

undertaken in an official rather than personal capacity does not preclude the exercise of personal

jurisdictional over those defendant”); Hardin Roller Corp. v. Universal Printing Mach., Inc., 236

F.3d 839, 842 (7th Cir. 2001) (“[T]he Constitution does not shield persons who act as corporate

agents from individual-capacitysuits”); Davis v. Metro Prods., Inc., 885 F.2d 515, 521–522 (9th Cir.

1989) (holding that Calder and Keeton preclude any application of the fiduciary shield doctrine

under due process); Newsome v. Gallacher, 722 F.3d 1257, 1275–1276 (10th Cir. 2013) ( stating that

tThe fiduciary shield doctrine . . . has no necessary connection to the minimum contacts

analysis.”);Williams Elec. Co. v. Honeywell, Inc., 854 F.2d 389, 391–392 (11th Cir. 1988) (rejecting

the concept of a fiduciary shield doctrine in light of Calder).

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among federal courts that due process does not require the application of the fiduciary shield

doctrine.

Regardless, even if the argument survived Calder and Keeton, which is doubtful, Courts

have recognized an exception to the fiduciary shield doctrine when the agent perpetrates a fraud or

other tortious act. See Wireless Toyz Franchise, 255 Fed. App’x. at 794–95 (under Texas law, “the

fiduciary-shield doctrine . . . does not prohibit [the defendant] from being held personally liable for

his own tortious conduct simply because he is an officer of a corporation.”); Fairchild v. Barot, 946

F. Supp. 2d 573, 581 (N.D. Tex. 2013) (Lynn, J.)); Duval Cty. Ranch Co. v. Wooldridge, 674 S.W.2d

332, 337 (Tex. App. 1984, no writ); Sedillo as trustee of Filo &Fran Sedillo Revocable Tr. v. Team

Techs., Inc., 3:20-CV-1628-D, 2020 WL 6870711, at *4 (N.D. Tex. Nov. 23, 2020). Chase has

asserted a breach of fiduciary duty and a fraud claim against Hodge. Dkt. No. 54 at 10. Therefore

the fiduciary shield doctrine is inapplicable. Further, the majority of the acts Chase pleads to support

his claims against Chase took place up to and at the formation of Helping Hands, at which time

Hodge could not possibly have been acting as an officer of the corporation, For all of these reasons,

the fiduciary shield doctrine does not bar the Court exercising jurisdiction over Ryan Hodge.

b. Specific Jurisdiction Over Ryan Hodge 

Chase asserts that the Court has specific jurisdiction over Hodge because the alleged torts

and frauds committed by Hodge occurred in Texas, Hodge made promises to Chase while Chase

resided in Texas, Hodge acted as Chase’s attorney in forming Helping Hands, Helping Hands was

formed in Texas, and that Hodge cheated Chase out of his interests in a Texas business. Dkt. No. 64

at 11. To satisfy specific jurisdiction, “due process requires: (1) minimum contacts by the defendant

purposefully directed at the forum state; (2) nexus between the defendant’s contacts and the

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plaintiff's claims; and (3) that the exercise of jurisdiction over the defendant be fair and reasonable.”

Seisa Med., Inc. v. Asia Capital Advisor, Ltd., 2018 WL 5020226, at *5 (W.D. Tex. Sept. 20, 2018)

(quotations omitted); see McFadin, 587 F.3d at 759. “The minimum contacts inquiryisfact intensive

and no one element is decisive; rather the touchstone is whether the defendant's conduct shows that

it reasonably anticipates being haled into court.” Id. “To conclude that a defendant should

reasonably anticipate being haled into the forum State requires some act by which the defendant

purposefully avails itself of the privilege of conducting activities within the forum State, thus

invoking the benefits and protections of its laws[.]” Panda Brandywine Corp. v. Potomac Elec.

Power Co., 253 F.3d 865, 869 (5th Cir. 2001).

(1) Minimum Contacts Analysis 

The “minimum contacts” prong is satisfied if: (1) the defendant purposefully availed itself

of the privileges of conducting activities in the forum state; and (2) the cause of action arises out of

or relates to those activities. See Autogenomics, Inc. v. Oxford Gene Technology Ltd., 566 F.3d 1012,

1018-19 (Fed. Cir. 2009). The non-resident’s “purposeful availment” must be such that the

defendant “should reasonably anticipate being haled into court” in the forum state. World–Wide

Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980); see also Ruston Gas Turbines, Inc. v.

Donaldson Co., 9 F.3d 415, 419 (5th Cir. 1993); McFadin v. Gerber, 587 F.3d 753, 759 (5th Cir.

2009). Even just a single act can satisfy minimum contacts if by the act the non-resident defendant

meets the “purposeful availment” standard. See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 

(1985). A court may exercise specific jurisdiction over a defendant even if that defendant’s contacts

with the forum are not sufficient to give rise to general jurisdiction if the plaintiff s claims “arise out

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of” or are “related to the defendant's contacts with the forum.” Helicopteros Nacionales de

Colombia, S.A. v. Hall, 466 U.S. 408, 414 (1984). 

Chase pleads that acting as his attorney, Hodge was supposed to form Helping Hands, LLC,

as an equal partnership with profits shared equally by all partners, and instead formed it with Hodge

as the only member. Chase testified he was a resident of McKinney, Texas, from 2008 to 2015,

which encompassed the time during when Helping Hands was formed, and when he did work on

behalf of Helping Hands. Dkt. No. 16-1. In his deposition, Chase testified about his communications

with Hodge during that time relating to the creation of Helping Hands: 

And we had various communications just about how we were going to get the

business and how we were going to operate and how we were going to take

distributions and how we were going to put all the profits back in to build it to be an

entity where all three of our families would enjoy the -- the success of the company.

Dkt. No. 33-2 at 16. 

This evidence demonstrates that Hodge reached out to Chase—a Texas resident—to pursue

a business venture that would do business in Texas and be incorporated in Texas. This is the type

of activity that courts have held constitutes a person availing themselves of the benefits and

protections of a forum’s laws. Hanson v. Denckla, 357 U.S. 235, 253 (1958). Hodge’s contacts with

Texas were his own choice and were not “random, isolated, or fortuitous.” Keeton, 465 U.S. 770,

774 (1984); see also Walden v. Fiore, 571 U.S. 277, 285 (2014) (purposeful availment shown by

the defendant deliberately “reach[ing] out beyond” its home—by, for example, “exploi[ting] a

market” in the forum State or entering a contractual relationship centered there). Moreover, Chase’s

claims arise out of and relate to Hodge’s contacts with Texas, as his claims revolve around the

circumstances of the creation and running of HelpingHands, aTexas limited liability company.Ford

Motor Co. v. Montana Eighth Judicial Dist. Court, 141 S. Ct. 1017, 1025 (2021). The Court finds

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that Hodge’s formation of Helping Hands in Texas, the parties’ course of dealing regarding Helping

Hands, Hodge’s communicating with Chase and traveling to Texas, and his actions as the manager

of Helping Hands are sufficient minimum contacts with Texas upon which to base jurisdiction. 

Hodge’s contacts constitute purposeful availment sufficient for Hodge to have reasonablyanticipated

being hailed into Court in Texas related to Helping Hands, its formation, and the business

relationship between Hodge and Chase regarding Helping Hands, all of which supports a finding of

specific jurisdiction. See Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985). 

Hodge correctly points out that Chase must establish specific jurisdiction for each of his

claims. McFadin v. Gerber, 587 F.3d 753, 759 (5th Cir. 2009). “[S]pecific personal jurisdiction is

a claim-specific inquiry,” which means that when a plaintiff brings “multiple claims that arise out

of different forum contacts of the defendant” the plaintiff “must establish specific jurisdiction for

each claim.” Id. (quoting Seiferth v. Helicopteros Atuneros, Inc., 472 F.3d 266, 274 (5th Cir. 2006)).

Specific jurisdiction exists when “a non-resident defendant “has ‘purposefully directed its activities

at the forum state and the litigation results from alleged injuries that arise out of or relate to those

activities.’” Panda Brandywine Corp. v. Potomac Elec. Power Co., 253 F.3d 865, 868 (5th Cir.

2001). Given that all of Chase’s claims arise out of Hodge’s interactions with Chase related to

Helping Hands, the findings just described are sufficient to support specific jurisdiction on all of

Chase’s claims.

(2) Fairness

Lastly, the Court must assess whether the exercise of jurisdiction over Hodge would offend

traditional notions of fair play and substantial justice. Int'l Shoe Co. v. Washington, 326 U.S. 310,

316 (1945). Once a plaintiff establishes minimum contacts between the defendant and the forum

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state, the burden of proof then shifts to the defendant to show that the assertion of jurisdiction is

“unfair and unreasonable.” Sangha v. Navig8 ShipManagement Private Ltd., 882 F.3d 96, 102 (5th

Cir. 2018) (citing Wien Air Alaska, Inc. v. Brandt, 195 F.3d 208, 215 (5th Cir. 1999)). “[I]t is

incumbent on the defendant to present a compelling case that the presence of some consideration

would render jurisdiction unreasonable.” Jones v. Petty-Ray Geophysical Geosource, Inc., 954 F.2d

1061, 1068 (5th Cir.1992) (citing Burger King Corp., 105 S.Ct. at 2184-85).

The factors considered when analyzing fairness are: “(1) the burden on the nonresident

defendant; (2) the forum state's interests; (3) the plaintiff's interest in securing relief; (4) the interest

of the interstate judicial system in the efficient administration of justice; and (5) the shared interest

of the several states in furthering fundamental social policies.” McFadin, 587 F.3d at 760. Hodge

has not met his burden to demonstrate that the Court exercising jurisdiction over him on Chase’s

claims would be unfair. Hodge was the manager of a Texas LLC, visited Texas several times related

to that business and other businesses, including his law practice, and has other business contacts in

Texas, including personally financing plaintiffs’ personal injury cases in Texas, and entering into

agreements with Texas lawyers to co-venture cases. Dkt. No. 64 at ¶ 19 (listing Hodge’s numerous

contacts with Texas). Additionally, as this case involves a Texas LLC, Texas has an interest in the

outcome of this litigation, including a policy interest as its corporate form was allegedly used to

perpetrate fraud. Moreover, because Helping Hands does not dispute jurisdiction, the efficient

administration of justice favors a finding of fairness. The Court finds it has specific personal

jurisdiction over Ryan Hodge.4

4Because the Court has found there is specific jurisdiction over Hodge, it need not address

the issue of general jurisdiction. See Werner Air Freight, LLC v. Morsey, 2016 WL 4191234, at *3

(N.D. Miss. Aug. 5, 2016). 

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2. Failure to State a Claim

Both Hodge and Helping Hands move to dismiss the claims against them under Rule

12(b)(6). As noted at the outset, Chase makes claims against both Ryan Hodge and Helping Hands,

some of which overlap, and some of which do not. The Court will address first all of the claims that

name Hodge: (1) breach of fiduciary duty; (2) breach of contract; (3) violations of the Texas

Securities Act; (4) common law and statutory fraud; (5) a request for declaratory judgment of

Chase’s rights in Helping Hands, and (6) appointment of a receiver. Chase also brings the Securities

Act, statutory fraud, judgment and receivership claims against Helping Hands, so the Court will take

up Helping Hand’s arguments on those claims while addressing Hodge’s arguments as well. 

a. Breach of Fiduciary Duty

Chase asserts a variety of acts by which Hodge allegedly breached his fiduciary duty:

a) On information and belief, Defendant Ryan Hodge usurped business

opportunities from Helping Hands Capital, LLC, funneling them to himself, his wife,

or companies or partners with which they were affiliated. Defendant Ryan Hodge

entered into partnerships personally and/or through his law firm with clients and

contacts of Plaintiff rather than sharing those opportunities with the partnership.

b) Defendant Ryan Hodge engaged in self-dealing when, unbeknownst to

Plaintiff, he named himself the 100% owner of Helping Hands and deliberately

omitted Plaintiff from Helping Hands’ corporate documents.

c) Defendant Ryan Hodge engaged in self-dealing when he transferred

ownership of Helping Hands to a Nevada Trust in an unabashed attempt to move

Plaintiff’s ownership interest in the partnership out of his reach.

d) DefendantRyan Hodge engaged in self-dealingbycausing the Helping Hands

business to pay exorbitant fees to his law firm, thereby reducing the expenses of the

law firm without providing reasonable value to Helping Hands.

e) Unbeknownst to Plaintiff, Defendant Ryan Hodge transferred proceeds from

an SBA loan to a Nevada entity controlled by Plaintiff and then back to Helping

Hands to disguise the use of the funds from the SBA.

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f) Defendant Ryan Hodge deliberately refused to provide Plaintiff information

about the business and deliberately stopped making distributions of cash to Plaintiff,

but continued to pay himself.

g) Defendant Ryan Hodge took financial assets of the business and transferred

them to Fund V without the knowledge or approval of Plaintiff, negotiating a deal

more favorable to Defendants than to Plaintiff.

h) Defendant Ryan Hodge usurped business opportunities of Helping Hands by

creating an entity called Fidelity Finance and arranging credit facilities for that

company rather than Helping Hands directly.

i) On information and belief, Defendant Ryan Hodge has transferred cash from

the Helping Hands accounts to a Trust or Trusts in Nevada, either directly or through

an intermediary company.

j) Defendant Ryan Hodge has manipulated the books of Helping Hands to take

profits out of the business as “expenses,” thereby decreasing the amounts owed to

Plaintiff under the terms of the parties’ joint venture or partnership agreement.

Dkt. No. 54 at ¶ 24(a)-(j). 

Hodge argues that of the ten grounds, six—(a), (d), (g), (h), (i), and (j)—describe harm done

to Helping Hands and not Chase individually. Hodge argues that these six claims must be dismissed

because under Texas law, a shareholder may not sue directly for breaches of duties by officers and

directors of a company, as those injuries are suffered by the corporation and thus a suit to recover

those damages may only be brought as a derivative suit on behalf of the corporation. See, e.g., 7547

Corp. v. Parker &Parsley Dev. Partners, 38 F.3d 211, 221 (5th Cir. 1994) (concluding, “[t]he cases

are legion that a shareholder may not sue directly for breaches of duties by officers and directors of

a company because those injuries are actually suffered by the corporation.”); Schoen v. Underwood,

2012 WL 13029591, at *12 (W.D. Tex. May 15, 2012) (“A member of an LLC cannot recover

damages for injuries suffered by the company, even though she may have been indirectly injured by

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the decrease in value of her membership interest. To sue on the LLC’s behalf, the member must

bring a derivative suit.”).

In any suit in federal court, the issue of standing presents a “threshold jurisdictional

question.” Steel Co. v. Citizens for a Better Env't, 523 U.S. 83, 102 (1998). The requirement that a

party have standing to sue flows from Article III of the Constitution, which limits the scope of the

federal judicial power to the adjudication of “cases” or “controversies.” U.S. CONST. ART. III, § 2.

Standing consists of three elements: (1) the plaintiff must have suffered an “injury-in-fact,” which

is an invasion of a legally protected interest that is “concrete and particularized” and “actual or

imminent”; (2) the injury must be “fairly traceable” to the challenged conduct of the defendant; and

(3) it must be likely that plaintiff's injury will be redressed by a favorable judicial decision. Lujan

v. Defs. of Wildlife, 504 U.S. 555, 560 (1992). As with the determination of whether the Court has

diversity jurisdiction, the Court must, when necessary, raise the issue of plaintiff’s Article III

standing sua sponte. Ford v. NYLCare Health Plans of Gulf Coast, Inc., 301 F.3d 329, 331-32 (5th

Cir. 2002).

According to the allegations in the First Amended Complaint, Chase is not an owner or

member of Helping Hands, LLC. Dkt. No. 54 at 2 (stating, “Hodge then formed Helping Hands

Capital, LLC, as a Texas limited liability company on March 28, 2013. Hodge was listed on the

Certificate of Formation as the Managing Member of Helping Hands . . . the initial Company

Agreement listed Hodge as 100% owner of the 10,000 member units.”). Indeed, the essence of

Chase’s complaint is that he was never made a member of the LLC although he was promised an

ownership interest. Thus he asks that the Court declare he was in fact a partner in Helping Hands

and entitled to all profits, payments, and rights attendant to that partnership. However, as the First

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Amended Complaint states, Chase is not a named member of Helping Hands and any interest he may

have in it is outside its status as an LLC. As a result, though Chase may have other claims through

which he can seek to recover against Hodge for these actions, he has no standing to sue Hodge for

Hodge allegedly breaching his fiduciary duty to Helping Hands. 

And even if he were a member of the LLC, Chase would still not have standing to bring these

claims. A claim of harm to a corporate entity must be brought, directly or derivatively, by the entity

suffering the harm. See Wingate v. Hajdik, 795 S.W.2d 717, 719 (Tex. 1990); Eye Site, Inc. v.

Blackburn, 796 S.W.2d 160, 161 (Tex. 1990) (stating if a wrong has been done to the corporation,

it is the corporation which must be compensated for the wrong, and even if also wronged an

individual may not recover personally – no direct individual action is possible). The harms alleged

in (a), (d), (g), (h), (i), and (j) above were suffered by Helping Hands and not Chase, and must be

brought in a derivative action, if at all.

Similarly, the Court finds that Chase has failed to adequately plead an injury to either

Helping Hands or himself for the alleged acts detailed in (c) and (e) above (transferring ownership

of Helping Hands to a Nevada Trust, and transferring proceeds from an SBA loan to a Nevada entity

“controlled by Plaintiff” and then back to Helping Hands). Dkt. No. 54 at ¶ 25 (c) and (e). The Court

finds that Chase does not have standing to bring these breach of fiduciary claims because he has

failed to assert the requisite injury to himself necessary to support these claims. 

With regard to the claim that Hodge refused to provide Chase with information about the

business and stopped paying him (set out in (f) above), Hodge argues that as the managing member

of Helping Hands, he does not owe Chase a fiduciary duty and this claim should sound in contract

rather than tort. The Court agrees. See Gill v. Grewal, 2020 WL 3171360, at *20 (S.D. Tex. June 15,

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2020) (stating that in Texas, members in a limited liability company do not owe a formal fiduciary

duty to one another) (citing Guevara v. Lackner, 447 S.W.3d 566, 580 (Tex. App.—Corpus Christi

2014, no pet.)); Higher Perpetual Energy, LLC v. Higher Power Energy, LLC, 2018 WL 3020328,

at *9 (E.D. Tex. June 18, 2018) (holding that under Texas law, a formal fiduciary relationship does

not exist between managers and members of an LLC). 

Thus, the only remaining breach of fiduciary duty claim relates to Chase’s allegation that

Hodge breached a fiduciary duty to him when Hodge omitted Chase’s name from the corporate

formation documents of Helping Hands, LLC. Chase pled that “unbeknownst to Plaintiff he named

himself the 100% owner of Helping Hands and deliberately omitted Plaintiff from Helping Hands’

corporate documents.” Dkt. No. 54 at ¶ 24(b). This claim can only be against Hodge in his alleged

capacity as Chase’s attorney, as Helping Hands did not exist at the time this occurred, and Hodge

was not yet the managing member of Helping Hands. Chase pleads that Hodge “served as Plaintiff’s

attorney in Texas in connection with the formation and launch of the business that became Helping

Hands.” Dkt. No. 54 at ¶ 21(a). 

Hodge seeks dismissal of this claim by arguing that Chase cannot bring this claim because

it conflicts with the allegations in the Original Petition, where Chase alleged: 

Hodge, as attorney for Chase and Guedri, suggested that he form and own the entity;

however, he stated the three would treat the company as a partnership in which each

owned one third of the company. The three agreed that all profits from the company

would be distributed on this basis.

Dkt. No. 1-1 at 6. Chase swore under oath that this was a true and correct factual statement. Id. at

23. “A judicial admission is a formal concession in the pleadings or stipulations by a party or

counsel that is binding on the partymaking them.” Martinez v. Bally's Louisiana, Inc., 244 F.3d 474,

476 (5th Cir. 2001). “Normally, factual assertions in pleadings and pretrial orders are considered to

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be judicial admissions conclusivelybinding on the partywhomade them.” White v. ARCO/Polymers,

Inc., 720 F.2d 1391, 1396 (5th Cir. 1983); see also Zamorano v. Zyna LLC, 2020 WL 2316061, at

*4 n.8 (W.D. Tex. May 11, 2020). But inconsistent pleadings do not constitute unequivocal judicial

admissions. True Believers Ink 2, Corp. v. Russell Brands, LLC., 2019 WL 4039888, at *2 (E.D.

Tex. Aug. 27, 2019). And “when a party has amended an earlier pleading, allegations and statements

in earlier pleadings are not considered judicial admissions.” Devore v. Lyons, No. 2016 WL

6277810, at *5 (N.D. Tex. Oct. 25, 2016). Although the allegation in the original complaint that

Chase knew he was omitted from the formation documents is troubling, and casts significant doubt

on the veracity of the current allegation, it does not mandate the dismissal of the current allegation.

b. Securities Fraud Claims 

Chase also brings a claim that Ryan Hodge and Helping Hands violated the Texas Securities

Act, when Hodge promised Chase that he would: (a) provide ample capital for Helping Hands to

operate; (b) use Chase’s contacts—both lawyers seeking loans and investors providing capital—to

fund litigation loans through Helping Hands; (c) engage in the business of providing litigation

financing through Helping Hands; and (d) split the profits from the business with Chase. Dkt. No.

54 at ¶ 35. Chase alleges that but for these promises he would not have agreed to form Helping

Hands or do business with Hodge. Id. at at ¶ 36. 

Article 581-33(A)(2) of the Texas Securities Act provides that any person “who offers or

sells a security by means of an untrue statement of material fact or an omission to state a material

fact necessary in order to make the statements made, in light of the circumstances under which they

are made, not misleading, is liable to the person selling the security to him.” Chase alleges his

“ownership interests” in Helping Hands qualify as “securities” under the statute. Chase alleges that

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Helping Hands was the “seller” of the securities and that Hodge was the “aider and abettor.” This

theory is not actionable under the statute, however, as an actual sale has to have taken place before

a buyer has a claim under the statute. Although the statute uses the language “attempt to sell” and

“offer to sell” in its definition section, “it is clear that article 581-33A(2) contemplates that the sale

must have been effected because the buyer may sue either at law or in equity for rescission, or for

damages.” See In re Enron Corp. Sec., Derivative &ERISA Litig., 258 F. Supp. 2d 576, 603-04 (S.D.

Tex. 2003). Chase’s pleadings state that he was not actually sold any securities as Hodge retained

a 100% interest in Helping Hands. Helping Hands was therefore not a “seller” of “securities” and

Chase has failed to allege that he purchased a security from Helping Hands or Hodge. Because

Helping Hands in not a “seller” the “aider and abettor” provision of the statute is inapplicable to

Hodge. TEX. REV. CIV. STAT. ANN., Art. 581-33(F)(2). This claim fails.

c. Statutory Fraud

Chase alleges that Ryan Hodge and Helping Hands committed statutory fraud in violation

of Chapter 27 of the Texas Business and Commerce Code on the same factual basis as the securities

fraud claim just discussed. See Dkt. No. 54 at ¶ 35. He asserts these actions were made in a stock

transaction, and therefore Hodge and Helping Hands’ actions violated the statute. However, § 27.01

pertains only to “misrepresentations of material fact made to induce another to enter into a contract

for the sale of land or stock.” Burleson State Bank v. Plunkett, 27 S.W.3d 605, 611 (Tex.

App.—Waco, 2000 pet. denied). As just noted, Chase does not allege that Helping Hands stock was

sold. For § 27.01 to apply, there must be an actual conveyance of stock, not merely a breach of

contract to convey stock. U.S. Quest Ltd. v. Kimmons, 228 F.3d 399, 406 (5th Cir. 2000). “This

narrow reading of Section 27.01(a) is consistent with the Supreme Court of Texas’ interpretation that

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the statute is penal in nature and thus must be strictly construed.” Id. The statute is inapplicable and

Chase’s statutory fraud claim fails. 

d. Chase’s Fraud Claim

Chase also brings a common law fraud claim. Hodge and Helping Hands argue that this

claim fails to meet the heightening pleading requirements of Rule 9(b). State law fraud claims are

subject to the heightened pleading requirements of Federal Rule of Civil Procedure 9(b). Dorsey, 540

F.3d at 339. These requirements are to be imposed “strictly,” requiring a plaintiff to “to specify the

statements contended to be fraudulent, identify the speaker, state when and where the statements

were made, and explain why the statements were fraudulent.” Id. In sum, the plaintiff must

specifically plead the “who, where, and when” of these statements. See Afshani v. Spirit Realty

Capital, Inc., 2021 WL 228907, at *3 (N.D. Tex. Jan. 22, 2021). 

Defendants assert that Chase has failed to allege with sufficient particularity the where and

when of the promises Hodge allegedlymade to him, especially in light of the fact that Chase testified

in his deposition that he was away from Texas “90 percent” of the time, during this period. Dkt. No.

33-2 at 7, 60-61. He pleads merely that “[t]he above promises were made to Chase by Ryan Hodge

while Chase was living in Texas during the planning and formation of HelpingHands Capital, LLC.”

Dkt. No. 54 at ¶ 41. Chase testified that Hodge called him “by telephone and sent him countless

emails while he was within the state of Texas to discuss Helping Hands.” Dkt. Nos. 33-2 at 7, 53-56;

Dkt. No. 33-1. Chase has not quoted the content of the emails, nor cited their dates, and has not 

identified the actual substance of his conversations with Hodge. Other courts have recognized that

pleading that fraudulent statements were made at some general time and failing to plead where they

were made is insufficient to meet the pleading standard of Rule 9. See Rocky Mtn. Choppers, LLC

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v. Textron Fin. Corp., 2012 WL 6004177 at *6 (N.D. Tex. Dec. 3, 2012); 7-Eleven Inc. v. Puerto

Rico-7 Inc., 2008 WL 4951502 at *5 (N.D. Tex. Nov. 19, 2008).

The only conversation that Chase recounts in his amended complaint in detail occurred five

years after the formation of Helping Hands, and occurred in Washington DC, where Chase alleges

Hodge stated they were “50/50" partners in Helping Hands. One of the elements of fraud is

demonstrating an injury caused by reliance on the allegedly false statement. Italian Cowboy

Partners, Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 337 (Tex. 2011). Chase’s pleadings

fail to state how he relied on this comment to his financial detriment. Rather, all of Chase’s

allegations regarding reliance relate to the conversations with Hodge leading to forming Helping

Hands, and not to this conversation. Dkt. No. 54 at ¶¶ 36, 42. While it may have some evidentiary

value with regard to Chase’s fraud claim based on Hodge’s alleged statements prior to the formation

of Helping Hands—statements that Chase has not pled with sufficient particularity—this statement

by itself does not state a fraud claim. 

Moreover, Defendants argue that Chase has failed to identify the falsity in the alleged

promises he contends induced him to enter into the business. Chase asserts that Hodge promised he

would: (a) provide ample capital for Helping Hands to operate; (b) use Chase’s contacts—both

lawyers seeking loans and investors providing capital—to fund litigation loans through Helping

Hands; (c) engage in the business of providing litigation financing through Helping Hands; and

(d) split the profits from the litigation funding business with Chase. Defendants point out that Chase

pleads that Helping Hands actively made loans to litigants and that distributions were made to him

on a one-third and then one-half basis in the years following the formation of Helping Hands. It was

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only years later that Chase alleges Helping Hands stopped making an equal split of profits. This too

undermines Chase’s fraud claim. 

For all of these reasons, Chase has failed to plead a fraud claim that meets the heightened

pleading standards of Rule 9(b).

e. Declaratory Judgment

Chase seeks a declaratory judgment of his ongoing rights in Helping Hands. Defendants

move to dismiss the request for declaratory relief, arguing that resolution of Chase’s other claims

will address the requested declaratory relief and it is redundant. Rule 12(b)(6) does not contemplate

motions to dismiss specific types of relief; rather it addresses claims. The Court generally sees no

harm in allowing alternative relief to proceed beyond a motion to dismiss. Declaratory relief is

discretionary relief. It is not clear that resolution of Chase’s claims will make the declaratory relief

requested moot. Accordingly, dismissal of the declaratory judgment claim is not warranted at this

time.

f. Receivership 

In the Amended Complaint Chase asks the Court to appoint a temporary receiver to take over

control of Helping Hands, and order Hodge and Helping Hands to turn over all books and records,

as well as an accounting to the receiver. Defendants move to dismiss asserting that when Hodge

formed Helping Hands he owned a 100% interest, which he later transferred to a trust, CFC Trust

II, in 2016. Because the pleadings reflect that Chase never had a formal ownership interest in

Helping Hands, Defendants argue he lacks the required ownership interest needed to request the

appointment of a receiver. Texas law “provides the court may appoint a receiver in an action between

parties jointly interested in any property.” Hawkins v. Twin Montana, Inc., 810 S.W.2d 441, 444

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(Tex. App.–Fort Worth 1991, no writ) (relying on TEX. CIV. PRAC. & REM. CODE ANN. §

64.001(a)(3)). Thus, before appointing a receiver under subsection (a)(3), the court must find that

the party seeking appointment has “a probable interest in or right to the property or fund, and the

property or fund must be in danger of being lost, removed, or materially injured.” Id. at § 64.001(b). 

Further, “[r]eceivership is an extraordinarilyharsh remedyand one that courts are particularlyloathe

to utilize.” Spiritas v. Davidoff, 459 S.W.3d 224, 232 (Tex. App.—Dallas 2015, no pet.). Even if a

specific statutory provision authorizes a receivership, a trial court should not appoint a receiver if

another remedy exists, either legal or equitable. Benefield v. State, 266 S.W.3d 25, 31 (Tex.

App.—Houston [1st Dist.] 2008, no pet.). “Rather, receivership is warranted only if the evidence

shows a threat of serious injury to the applicant.” Id.

As stated above with regard to declaratory relief, Rule 12(b)(6) applies to claims and not

remedies. Thus, dismissal of the request for the appointment of a receiver is unwarranted at this time. 

Whether a receivership should be created is an issue that the Court can address at a future time, if

needed. 

B. Helping Hands’ 12(b)(6) Motion to Dismiss

Helping Hands argues that Chase has failed to state a claim for relief on his various bases for

relief. The Court addressed all but one of Helping Hands’ arguments above, with the only remaining

claim Chase brings against Helping Hands that has not been discussed being knowing participation

in breach of fiduciary duty.

Chase asserts various bases for his claim that Ryan Hodge breached his fiduciaryduty to him,

and with vague language alleges that Helping Hands (and Stephanie Hodge) knowingly participated

in these breaches of fiduciary duty. Specifically, Chase alleges:

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Defendants Stephanie Hodges [sic] and Helping Hands Capital, LLC, were both

aware that Defendant Ryan Hodge owed Plaintiff a fiduciary duty. Both were aware

of his breaches of duty described above and knowingly participated in some or all of

them.

Dkt. No. 54 at ¶ 27. To establish a claim for knowing participation in a breach of fiduciary duty, a

plaintiff must assert: (1) the existence of a fiduciary relationship; (2) that the third party knew of the

fiduciary relationship; and (3) that the third party was aware that it was participating in the breach

of that fiduciary relationship. Meadows v. Hartford Life Ins. Co., 492 F.3d 634, 639 (5th Cir. 2007)

(quoting Cox Tex. Newspapers, L.P. v. Wootten, 59 S.W.3d 717, 721–22 (Tex. App.—Austin 2001,

pet. denied)). The Amended Complaint fails to allege facts sufficient to support an inference that

Helping Hands or Stephanie Hodge participated in any breach of a fiduciary duty Hodge owed to

Chase. 

Chase conflates his claims against Helping Hands and Hodge, complaining that Hodge

usurped Helping Hands and improperlycontrolled it to Chase’s detriment. But as Ryan Hodge points

out, Chase has identified two separate alleged fiduciary duties he claims Hodge owed: (1) a duty as

Chase’s alleged attorney; and (2) a duty as a fiduciary of Helping Hands, a duty that is owed to its

shareholders, as discussed above. As already discussed above, the only basis for a breach of

fiduciary duty that survives dismissal is the former, Hodge’s duty to Chase in the formation of

Helping Hands, when Hodge was allegedly acting as Chase’s attorney. It is logically impossible for

Helping Hands to have participated in that alleged breach, since it did not exist at that time. The

“knowing participation” fraud claim against HelpingHands should therefore be dismissed for failure

to state a claim on which relief may be granted.5

5 Chase also does not plead any facts explaining how Stephanie Hodge could have been

involved in Ryan Hodge’s alleged breach of a duty Hodge owed to Chase as an attorney, but

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C. Motion for Leave to Amend 

Alternatively, Chase states that “[i]n the event that the Court concludes that the Complaint

is insufficient, Plaintiff requests that he may be given an opportunity to amend the Complaint to cure

any defects.” Dkt. No. 54 at 18. Defendants object to any amendment, arguing that Chase has

already amended once, the deadline to amend pleadings has expired, and Chase has made no effort

to show how he could cure the defects in his Amended Complaint. Dkt. No. 67 at 10. 

Generally, a court should not dismiss an action for failure to state a claim under Rule 12(b)(6)

without giving plaintiff “at least one chance to amend.” Hernandez v. Ikon Ofc. Solutions, Inc., 306

Fed. Appx. 180, 182 (5th Cir. 2009). “Although leave to amend under Rule 15(a) is to be freely

given, that generous standard is tempered by the necessary power of a district court to manage a

case.” Yumilicious Franchise, L.L.C. v. Barrie, 819 F.3d 170, 177 (5th Cir. 2016) (quoting United

States ex rel. Willard v. Humana Health Plan of Tex., Inc., 336 F.3d 375, 387 (5th Cir. 2003)). The

Fifth Circuit has previously stated that “[a] bare request in an opposition to a motion to

dismiss—without any indication of the particular grounds on which the amendment is sought—does

not constitute a motion [within] the contemplation of Rule 15(a).” Id. (quoting Confederate Mem'l

Ass'n, Inc. v. Hines, 995 F.2d 295, 299 (D.C. Cir. 1993)). 

Chase has not identified any specific facts he would plead that justify permitting him leave

to amend once again. Should Chase believe he can cure the defects found in this Report through an

amendment to his complaint, he is free to file a motion seeking leave and stating in detail how any

amendment would cure the defects and not be futile. 

Stephanie Hodge has not filed a motion to dismiss. As this is the sole claim brought against her, the

district judge may wish to raise this issue sua sponte when considering this Report and

Recommendation.

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IV. RECOMMENDATION 

Based upon the foregoing, the undersigned RECOMMENDS thattheDistrictCourtGRANT

Defendant Helping Hand Capital, LLC’s Rule 12(b)(6) Motion to Dismiss (Dkt. No. 56) and

DISMISS all of Chase’s claims against Helping Hands, LLC except the claims seeking a declaratory

judgment and the appointment of a receiver.

The undersigned FURTHER RECOMMENDS that the Court GRANT IN PART and

DENY IN PART Defendant Ryan E. Hodge’s Rule 12(b) Motion to Dismiss (Dkt. No. 60). 

Specifically, it is recommended that the Court DENY the motion pursuant to Rule 12(b)(2) for lack

of jurisdiction, and GRANT the motion to dismiss pursuant to Rule 12(b)(6) and DISMISS all of

Chase’s claims against Ryan E. Hodge except: (1) the claim for breach of fiduciary duty arising out

of an alleged attorney-client relationship during the formation of Helping Hands; (2) the breach of

contract claim; (3) the request for a declaratory judgment; and (4) the request for the appointment of

a receiver. 

Finally, the Court RECOMMENDS that should Chase believe he can cure the defects noted

herein in the claims the undersigned recommends be dismissed, he be required to seek leave of court

to file an amended pleading, setting forth with specificity how he can cure the defects, and that the

Court set a deadline for the filing any motion seeking such leave.

V. WARNINGS

The parties may file objections to this Report and Recommendation. A party filing

objections must specifically identify those findings or recommendations to which objections are

being made. The District Court need not consider frivolous, conclusive, or general objections. See

Battle v. United States Parole Comm’n, 834 F.2d 419, 421 (5th Cir. 1987). A party’s failure to file

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written objections to the proposed findings and recommendations contained in this Report within

fourteen (14) days after the party is served with a copy of the Report shall bar that party from de novo

review by the District Court of the proposed findings and recommendations in the Report and, except

upon grounds of plain error, shall bar the party from appellate review of unobjected-to proposed

factual findings and legal conclusions accepted by the District Court. See 28 U.S.C. § 636(b)(1)(C);

Thomas v. Arn, 474 U.S. 140, 150–53 (1985); Douglass v. United Servs. Auto. Ass’n, 79 F.3d 1415,

1428–29 (5th Cir. 1996) (en banc).

SIGNED this 14

th day of May, 2021.

_____________________________________

ANDREW W. AUSTIN

UNITED STATES MAGISTRATE JUDGE

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