Wings and Freedman formed Freewings Realty, LLC to buy and operate a building housing their respective businesses, memorializing their arrangement in a Company Agreement. Wings contributed 77% of the company's capital but held only a 65% ownership interest; Freedman contributed 23% of the capital but held a 35% interest. When the venture ended, Wings invoked the Company Agreement's buy-sell provision (Section 12.2), offering to buy Freedman's interest for $658,485.16 -- a price designed to also return each side's disproportionate capital contributions if the other instead exercised the right to buy Wings out. Freedman elected to buy Wings's interest instead, but at $1,222,901.01, a price that did not account for Wings's outsized capital contribution.
Wings sued Freedman; Freedman counterclaimed. Both moved for partial summary judgment, each asking the trial court to find the other in breach and to order a sale at each side's own proposed price. The 44th District Court of Dallas County granted Freedman's motion and denied Wings's, finding Wings in breach -- but then ordered Freedman to pay Wings's proposed buyout price ($1,470,752.62, which included the capital-contribution adjustment) rather than Freedman's own lower figure. After the parties stipulated to Freedman's attorney's-fee amount, the trial court entered final judgment awarding those fees to Freedman. The Fifth Court of Appeals (Dallas) affirmed that Wings breached the buy-sell provision, but modified the judgment to substitute Freedman's lower buyout price ($1,222,901.01), reasoning that only "Membership Interest" -- not capital contributions -- is bought and sold under Section 12.2. The Supreme Court granted Wings's petition for review, with oral argument set for December 2, 2026.
Petitioner (Jady Wings): The Company Agreement entitled him to structure his buy-sell offer to include return of capital contributions, and nothing in Section 12.2 barred a party from seeking return of contributed capital in a different proportion than ownership interest. The two methods the agreement provides for pricing a buy-sell offer (per-membership-unit or percentage-of-ownership) are not interchangeable, and the absence of an explicit capital-contribution reference in Section 12.2 (while other provisions do mention it) doesn't mean capital contributions are excluded. Because Freedman's own counteroffer didn't return Wings's outsized capital, Freedman -- not Wings -- was the one in breach. Separately, Wings argues Chapter 38 fees should be available even where the remedy obtained is injunctive specific performance rather than money damages, since limiting fees to damages-only outcomes undermines contract law's goals and has split the courts of appeals since this Court's MBM Financial Corp. v. Woodlands Operating Co. decision.
Respondent (Steven J. Freedman and Freedman Metals, Inc.): Under Section 12.2, only "Membership Interest" is bought and sold -- capital contributions, once made, belong to the company, not to individual members, and Wings's contrary reading requires inserting language the provision doesn't contain and inferring an unstated "grander purpose" for the agreement. Reading Sections 4.1 and 12.2 together confirms the pricing formula tracks ownership percentage, not capital-contribution percentage. On the fee issue, Freedman argues Wings failed to preserve the argument below, and that Wings's own conduct in the trial court -- describing the specific-performance award as leaving the parties in "a state of uncertainty" requiring further declaratory relief -- undercuts his current position.
Yes, as to the second issue: the petition argues the Chapter 38 fee-entitlement question has divided the intermediate courts of appeals since MBM Financial Corp. v. Woodlands Operating Co. (Tex. 2009), and that Supreme Court review is needed to bring consistency to a recurring issue in Texas civil litigation. No comparable statewide-importance argument is made for the first (contract-interpretation) issue.
business-organizations, contracts, attorney-fees
Petition for Review (Tex. R. App. P. 53.1); granted; set for oral argument December 2, 2026. Not yet decided.
None
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