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IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS

AUSTIN DIVISION

DEAN CHASE, §

Civil No. 1:20-CV-175-RP

§

Plaintiff, §

§

vs. §

§

RYAN E. HODGE, HELPING HANDS 

CAPITAL, LLC, and STEPHANIE 

HODGE,

§

§

§

§

Defendants. §

_____________________________________________________________________________

PLAINTIFF’S FIRST AMENDED COMPLAINT

_____________________________________________________________________________

TO THE HONORABLE JUDGE OF SAID COURT:

NOW COMES Dean Chase (“Chase”) and files his First Amended Complaint, 

respectfully showing unto the Court as follows:

I. Parties, Service of Process, and Jursidiction

1. Plaintiff Chase is a resident of Florida.

2. Defendant Ryan E. Hodge (“Hodge”) is a resident of the state of Kansas and has 

appeared herein.

3. Defendant, Stephanie Hodge is a resident of the state of Kansas and has agreed 

to waive service of process.

4. Helping Hands Capital, LLC (“Helping Hands” or “Company”) is a Texas 

Limited Liability Company and has appeared herein.

5. This Court has subject-matter jurisdiction over this case because there is more 

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than $75,000.00 in controversy and the parties have diverse states of residence.

6. This Court has personal jurisdiction over Helping Hands Capital, LLC, because it 

is a Texas limited liability company. The Court has personal jurisdiction over Stephanie and 

Ryan Hodge because of their continuous and systematic contacts with Texas sufficient to give 

rise to general jurisdiction and because the causes of action asserted herein arose out of some of 

those contacts sufficient to create specific jurisdiction over them.

II. Facts

7. In 2013, Plaintiff Dean Chase (“Chase”), Defendant Hodge, and Mark Guedri

(“Guedri”) decided to start a business to provide loans to litigants with said loans being secured 

by the future proceeds of any lawsuit settlement. At the time, the three gentlemen were partners

in a separate business, known as HMR, that provided case expense loans, and each saw the need 

for this additional service. 

8. Hodge, as attorney for Chase and Guedri, was to form an entity. The parties 

agreed to treat the company as an equal 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.

9. 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, but he omitted Chase and Guedri from the filing.

10. The initial Company Agreement listed Hodge as 100% owner of the 10,000 

member units of the Company issued and outstanding as of March 28, 2013. Despite Plaintiff 

trusting his friend, partner, and attorney to follow through with the parties’ agreement, Hodge 

did not include Plaintiff or Guedri on the Company Agreement.

11. The Company started operations in 2013 and by September 4, 2014, Helping 

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Hands hit $1 million in deployed funds and had net accounts receivable of $150,000.00.

12. Between 2013 through 2016 the Company focused on growth and typically 

reinvested profits into the Company. However, when funds were occasionally distributed to the 

three partners, it was always on the same basis as initially agreed upon – a third to each partner.

13. In 2016, Guedri tendered his interest back to the Company and Hodge 

acknowledged to Chase in writing that going forward they were “50/50 partners.” During the 

timeframe of 2016 and 2017, distributions to Hodge and Chase were allegedly made on a 50/50 

basis. Up to the 2017 timeframe, Hodge had always been forthcoming with financial 

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

the Company.

14. In early 2018, Chase began pressing Hodge for financial information on the 

Company. On April 26, 2018, Hodge sent a communication to Chase advising—for the first 

time—that Chase’s interest in the Company was an “economic benefit only” and not “legal 

ownership.” He 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.” Hodge also 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 Hodge began excluding Chase from 

the business.

15. On May 13, 2018, Hodge and Chase met in Washington, DC to try to resolve their 

issues regarding Helping Hands. 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

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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 go forward basis. 

Chase requested that this information be provided on or before June 1, 2018; however, said 

information was never provided by Hodge.

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

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

17. Throughout 2019, Chase tried to resolve the issues with Hodge. However, on 

September 26, 2019, Hodge sent an email to Chase wherein he offered to buyout Chase’s 

“interests” in Helping Hands for $25,000.00 or otherwise threatened to “transfer” his money out 

of Helping Hands and sell the assets and wind down the Company. This offer was patently 

disingenuous, because the company has made and received millions of dollars in loans over the 

past two years.

18. Chase is now aware 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. It has now come to light that 

Defendant Ryan Hodge has engaged in a consistent scheme of self-dealing, usurpation of 

corporate opportunities, and wasting of company assets.

III. Causes of Action

19. All conditions precedent to Chase’s recovery have occurred or have been waived, 

excused, or otherwise satisfied. All notices required have been provided or waived, excused, or 

otherwise satisfied.

A. Breach of Fiduciary Duty

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20. Defendant Ryan Hodge (i) is an officer and Manager of Helping Hands Capital, 

LLC, (ii) exercised dominant control over the Company and its finances, and (iii) excluded 

Plaintiff from the Company’s business. As a result, Hodge was a fiduciary of Plaintiff.

21. Defendant Ryan Hodge also owed Plaintiff a fiduciary duty because:

a) He served as Plaintiff’s attorney in Texas in connection with the formation 

and launch of the business that became Helping Hands;

b) He served as Plaintiff’s attorney for business and personal matters in 

Texas before the formation of Helping Hands;

c) He entered into a de facto partnership with Plaintiff to carry out a 

litigation funding business in Texas; and

d) He was Plaintiff’s partner in businesses that existed in Texas prior to the 

formation of Helping Hands and its business.

22. Hodge thus owed Plaintiff a high duty of care, free of negligence, and coupled 

with the utmost of fidelity, good faith, and fair dealing, devoid of any misrepresentation or 

deceit. Because he owed Plaintiff such duties, a presumption of unfairness attaches to the 

transactions committed by Defendants, which cannot be overcome unless Defendants prove:

a) Each transaction was fair and equitable to Plaintiff;

b) Hodge made reasonable use of the confidence Plaintiff placed in Hodge;

c) Hodge acted with the utmost good faith and executed the most scrupulous 

honesty toward Plaintiff;

d) He placed Plaintiff’s interests above his own;

e) Hodge did not place himself in any position in which his self-interest 

might conflict with his obligations as fiduciary; and

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f) Hodge fully and fairly disclosed in a timely manner all material 

information concerning the Company to Plaintiff.

23. Defendants cannot prove any of these requirements. Indeed, the opposite is true in 

each and every case. Thus, the transactions at issue are tainted with breaches of fiduciary duty. 

As a result, Defendants must disgorge any benefits they received from Hodge’s breach of 

fiduciary duty, including the return of any fees, payments, and/or other financial benefits they 

received.

24. Defendant Ryan Hodge breached his fiduciary duty to Plaintiff in the following 

respects:

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) Defendant Ryan Hodge engaged in self-dealing by causing the Helping 

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

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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.

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.

25. Defendant Ryan Hodge’s actions constitute intentional breaches of his fiduciary 

duty tantamount to constructive and actual fraud. As a result, Plaintiff is entitled to all actual, 

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consequential, special, and/or rescission damages in an amount to be proven at trial.

26. Defendant Ryan Hodge’s actions also warrant the imposition of punitive and 

exemplary damages because his actions were intentional and committed with malice.

B. Knowing Participation in Breach of Fiduciary Duty

27. Defendants Stephanie Hodges 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.

28. Plaintiff is entitled to all actual, consequential, special, or rescission damages 

from the Defendants in an amount to be proven at trial.

29. Plaintiff is also entitled to punitive and exemplary damages as a result of 

Defendants’ intentional and malicious conduct.

C. Breach of Contract

30. Chase and Hodge entered into a contract to combine their efforts to make loans to 

finance litigation and split the profits that came from those efforts. Chase performed, tendered 

performance, or was excused from performing under the contract. Hodge materially breached 

the contract by failing to pay Chase his share of the profits of the endeavor, and Chase has 

suffered damages as a natural, probable, and foreseeable result of such breach. 

31. Chase seeks judgment against Hodge for actual damages, special damages, 

consequential damages, lost profits, costs of mitigation, pre- and post-judgment interest, court 

costs, and attorneys’ fees under the common law and under Chapter 38.001 of the Texas 

Business & Commerce Code.

D. Violations of the Texas Securities Act

32. Plaintiff asserts this cause of action for violations of the Texas Securities Act, 

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Tex. Rev. Civ. Stat. Ann. Art. 581-1 et seq., and in particular Art. 581-33 of the Texas Securities 

Act, against Defendants Ryan Hodge and Helping Hands Capital, LLC.

33. Art. 581-33(A)(2) of the Texas Securities Act provides that any person (person is 

defined to include individuals or companies) “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.”

34. Plaintiff’s ownership interests in Helping Hands Capital, LLC, are “securities” 

within the meaning of the Texas Securities Act.

35. Defendant Hodge promised Plaintiff that Hodge would (a) provide ample capital 

for Helping Hands Capital, LLC, to operate; (b) use Chase’s contacts—both lawyers seeking 

loans and investors providing capital—to fund litigation loans through Helping Hands Capital, 

LLC; (c) engage in the business of providing litigation financing through Helping Hands Capital, 

LLC; and (d) split the profits from the litigation funding business with Chase. At the time these 

promises were made, Chase knew them to be false and never intended to comply with them.

36. But for the promises made by Hodge, Chase would not have agreed to form 

Helping Hands Capital or to do business with Hodge. Chase relied on the honesty and integrity 

of Hodge’s promises in moving forward with the business, and was damaged as a result. 

37. By reason of the foregoing, Defendants have violated, conspired with each other

to violate, and/or aid and abet, violations of Article 581-33 of the Texas Securities Act by 

making promises that were untrue at the time they were made. 

38. Helping Hands Capital, LLC, was a “seller” of securities. Defendant Ryan Hodge 

was an “aider and abettor.” 

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39. By reason of the foregoing misrepresentations and omissions, Defendants Ryan 

Hodge and Helping Hands violated, aided, abetted or controlled another who violated Article 

581-33 of the Texas Securities Act and the Defendants are jointly and severally liable to 

Plaintiff.

40. Plaintiff has suffered substantial damages as a result of Defendants’ acts and is

entitled to all damages, relief and attorneys’ fees permitted by the Texas Securities Act.

E. Fraud

41. Defendant Ryan Hodge promised Plaintiff that Hodge would (a) provide ample 

capital for Helping Hands Capital, LLC, to operate; (b) use Chase’s contacts—both lawyers 

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

Capital, LLC; (c) engage in the business of providing litigation financing through Helping Hands 

Capital, LLC; and (d) split the profits from the litigation funding business with Chase. The 

above promises were made to Chase by Ryan Hodge when Chase was living in Texas during the 

planning and formation of Helping Hands Capital, LLC. At the time these promises were made, 

Hodge knew them to be false and never intended to comply with them. Hodge made the 

promises with the specific intent that they induce Chase to bring his contacts to Helping Hands 

and to invest time and effort in building Helping Hands’ business. They were promises material 

to the formation of the business, and it was reasonable for Chase to rely on the promises in light 

of the parties pre-existing relationship.

42. But for the promises made by Hodge, Chase would not have agreed to form 

Helping Hands Capital or to do business with Hodge. Chase relied on the honesty and integrity 

of Hodge’s promises in moving forward with the business, and was damaged as a result. 

43. Because these false promises were made in a stock transaction, Defendants Ryan 

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Hodge and Helping Hands have violated, conspired with each other to violate, and/or aid and 

abet, violations of Chapter 27 of the Texas Business & Commerce Code.

44. Plaintiff suffered damages from Defendants’ frauds, for which he now sues. In 

addition to Plaintiff’s significant financial losses, Plaintiff seeks exemplary damages as a result 

of Defendants fraudulent and malicious conduct.

45. Pursuant to Section 27.01, of the Business & Commerce Code, Plaintiff seeks

exemplary damages and the recovery of his reasonable and necessary attorneys’ fees.

F. Declaratory Judgment

46. Pursuant to Chapter 37 of the Texas Civil Practice and Remedies Code and 28 

U.S.C. § 2201, Plaintiff seeks a judgment declaring his rights on an ongoing basis.

47. Defendants Ryan Hodge and Helping Hands have taken the position that Plaintiff 

does not have rights in connection with his ownership of the Company. To settle these disputes 

for the future, Plaintiff seeks a declaration that:

a. Dean Chase is a Member of Helping Hands Capital, LLC;

b. Dean Chase owns 50% of the Membership Interests of Helping Hands 

Capital, LLC;

c. Dean Chase is entitled to 50% of all profits of Helping Hands Capital, 

LLC;

d. Plaintiff and Defendant Ryan Hodge entered into a general partnership to 

conduct litigation funding activities under Texas law;

e. Plaintiff and Defendant Ryan Hodge entered into a joint venture to 

conduct litigation funding activities under Texas law;

f. Defendant Ryan Hodge owes a fiduciary duty to Dean Chase;

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g. Defendant Ryan Hodge and Helping Hands may not usurp opportunities of 

the partnership or joint venture by engaging in litigation funding activities 

to the exclusion of Plaintiff in the future

h. Fund V was a business opportunity of the parties’ partnership and Helping 

Hands; and

i. Plaintiff has an ongoing right to review the books and records of Helping 

Hands and any other litigation funding activities conducted by Ryan 

Hodge.

48. Pursuant to CPRC § 37.009, Plaintiff further seeks to recover his attorneys’ fees 

incurred in having to seek this declaratory judgment.

G. Appointment of a Receiver

49. Plaintiff asks that the Court immediately appointment a temporary receiver that 

will for sixty (60) days marshal and take control of Helping Hands Capital, LLC. Appointing a 

temporary receiver will provide the management necessary to prevent additional material injury 

and irreparable harm to the Company, resulting from the deadlock of the owners and the 

usurping actions of Defendants. 

50. The Court may appoint a receiver “in an action between partners or others jointly 

owning or interested in any property or fund” when (1) the party applying for the receivership 

has “a probable interest in or right to the property or fund” and (2) the property or fund is “in 

danger of being lost, removed, or materially injured.” TEX. CIV. PRAC. & REM. CODE 

§ 64.001(a)(3), (b). The facts and circumstances of the present situation warrant the appointment 

of a temporary receiver. 

51. Plaintiff has a probable interest in the Company because Defendant Hodge has 

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admitted Chase is a 50% owner. As noted supra, Plaintiff was always a 33.33% owner of the 

business, but became the 50% owner when Mark Guedri left the business. As a result, Plaintiff

has a probable interest in the business. See, e.g., M. Guerra & Son v. Manges, 442 S.W.2d 441, 

445 (Tex. App.—Waco 1969, writ dismissed) (“Plaintiff Manges acquired an interest in the 

ranch lands owned by M. Guerra & Son by warranty deeds from J. C. Guerra and Virgil H. 

Guerra, two of the general partners, and as such, acquired for the purposes of this suit for 

receivership and partition, at least a probable interest in such lands.”). 

52. The Companies are in danger of being materially injured because of deadlock 

and usurpation. Because Plaintiff has no control over the Company, he has relied on Hodge to 

manage them fairly and reasonably and in good faith and to provide Plaintiff with information 

regarding the Company’s operations. However, Defendant Hodge has failed to provide Plaintiff

with an accounting of the Company’s income, profits, debts and general management. Plaintiff 

recently learned that: (1) Hodge has provided Helping Hands money to Fund V, a company in 

which Mr. Hodge has an ownership interest; (2) Hodge has created a separate entity, called 

Fidelity Finance, and moves assets of Helping Hands to and from that entity; (3) Hodge routinely 

pays money from Helping Hands to his law firm; (4) Hodge uses Helping Hands funds to pay 

school tuition and/or to purchase goods and services for his children; and (5) Helping Hands 

incurred an additional $2.5 million of debt in 2020.

53. Plaintiff has made repeated attempts to obtain documents and information 

pertaining to the Company but has failed. Plaintiff has attempted to request the records from 

Defendant Hodge and Helping Hands Capital directly. Despite his efforts, to date, Plaintiff has

not been able to obtain sufficient information to analyze the financial status of the Company. 

54. Plaintiff has no adequate remedy at law other than for this Court to appoint a 

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temporary receiver to marshal and account for the funds and assets of the Company. Unless a 

temporary receiver is appointed over Company and its assets, Defendant Hodge’s usurpation, 

mismanagement, and/or defalcation will result in the dissipation and loss of the Company’s 

assets. 

55. This Court should issue an order, before notice and hearing, appointing a 

temporary receiver for sixty (60) days. The receiver should be given all powers necessary to 

protect the Companies. Defendants Ryan Hodge and Helping Hands Capital should be ordered 

to provide to the Receiver all of the accounts and books and records of the Company, including a 

list of all parties that have received loans from the Company, with their address and telephone 

numbers.

56. Plaintiff respectfully recommends that the Court appoint Michael Napoli, of the 

Ackerman Law Firm to serve as Receiver. Mr. Napoli is a resident of Texas, is qualified to vote 

in Texas, is licensed as an attorney in Texas, has significant experience as a Receiver over assets 

and companies that have been the victim of fraud and/or usurpation. He has served as counsel 

for multiple Receiverships during the past 10+ years. Mr. Napoli has no connection to Plaintiff 

or Defendants, has no financial interest in these proceedings, and has agreed to serve as 

Receiver. 

IV. Prayer

WHEREFORE, PREMISES CONSIDERED, Chase prays all defendants be cited to 

appear, and judgment be entered in favor of Chase and against all defendants, jointly and 

severally where appropriate, awarding Chase all relief requested herein as well as all such other 

and further relief, both general and special, at law or in equity, to which Chase may be entitled.

JURY DEMAND

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Plaintiff demands a trial by jury and has tendered the requisite fee. Plaintiff does not

consent to trial before a Magistrate Judge.

Date: July 31, 2020 Respectfully submitted, 

SCHMIDT LAW FIRM, PLLC

 

By: ______________________

C. Thomas Schmidt

Texas Bar No. 00797386

firm@schmidtfirm.com

7880 San Felipe, Suite 210

Houston, TX 77063

Tel. 713-568-4898

ATTORNEYS FOR PLAINTIFF

TURNBULL LAW FIRM, P.C.

Brett Turnbull

Texas Bar No. 24117282

bturnbull@turnbullfirm.com

2 20th Street North, Suite 1600

Birmingham, AL 35203

Tel. (205) 831-5040

ATTORNEYS FOR PLAINTIFF

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WHITEHURST, HARKNESS, BREES, CHENG,

ALSAFFAR, HIGGINBOTHAM, & JACOB PLLC

Michelle M. Cheng

Texas State Bar 00796345

mcheng@nationaltriallaw.com

7500 Rialto Boulevard

Building Two, Suite 250

Austin, Texas 78735

Tel. (512) 4764346

ATTORNEYS FOR PLAINTIFF

CERTIFICATE OF SERVICE

I certify that a true and correct copy of this document was delivered on July 20, 2020, in 

accordance with Rule 5(b)(2) of the Federal Rules of Civil Procedure, to the parties listed and in 

the manner indicated below.

Randy R. Howry Electronic Service

rhowry@howrybreen.com

James C. Hatchitt

jhatchitt@howrybreen.com

Ryan D. Ellis

rellis@howrybreen.com

1900 Pearl Street

Austin, Texas 78705-5408

Tel. (512) 474-7300

Fax (512) 474-8557

Attorneys for Defendants Helping

Hands Capital, LLC, and Ryan Hodge

_______________________________

C. Thomas Schmidt

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