# Wings v. Freedman Supreme Court of Texas, No. 25-0274 **Wings v. Freedman, No. 25-0274, is before the Supreme Court of Texas. Key issue: Does an LLC's buy-sell provision let a member condition a buyout offer on return of the other member's unreturned capital contribution, or does Section 12.2 allow only the purchase and sale of "Membership Interest"?** Practice areas: business organizations, contract interpretation, attorney fees, breach of contract ## Key issues - Does an LLC's buy-sell provision let a member condition a buyout offer on return of the other member's unreturned capital contribution, or does Section 12.2 allow only the purchase and sale of "Membership Interest"? - Can a party recover Chapter 38 attorney's fees when the only relief obtained on a breach-of-contract claim is a specific-performance injunction rather than damages? ## Factual History Jady Wings and Steven Freedman formed Freewings Realty, LLC to buy the building that housed their respective businesses and set out their bargain in a Company Agreement, under which Wings contributed 77% of the capital but owned 65% of the company and Freedman contributed 23% of the capital but owned 35% (Brief on the Merits (Petitioner), PDF pp. 10, 18). After more than two years of disagreement over the company's major decisions, Wings invoked the buy-sell provision on December 8, 2020, offering Freedman $658,485.16 based on a $4 million valuation, an amount that reflected Freedman's 35% interest and his 23% share of unreturned capital (Brief on the Merits (Petitioner), PDF pp. 20-22). Wings says Freedman could have sold at that price or bought Wings out for $1,470,752.62, the mathematical inverse, but instead elected to buy at a different price, $1,222,901.01, that did not compensate Wings for his outsized capital (Brief on the Merits (Petitioner), PDF pp. 10, 22). Freedman says Section 12.2 allows an offer to buy or sell only a member's "Membership Interest" at one price expressed two ways, and that Wings could not force him to buy more than Wings's Membership Interest (Brief on the Merits (Respondent), PDF pp. 8, 17). ## Procedural History Wings sued Freedman, who counterclaimed, and each moved for partial summary judgment asking the court to find the other in breach and order a sale at their own proposed price (Brief on the Merits (Petitioner), PDF p. 11). The 44th District Court of Dallas County granted Freedman's motion, found Wings in breach, ordered Wings to sell to Freedman for $1,470,752.62, and after the parties stipulated to fees entered final judgment awarding Freedman his attorney's fees (Brief on the Merits (Petitioner), PDF p. 11). The Fifth Court of Appeals (Dallas), in an opinion by Justice Miskel, agreed Wings breached by requiring return of his capital, modified the judgment to Freedman's lower price, and affirmed the fee award under Chapter 38 even though the only relief on Freedman's contract claim was specific performance (Brief on the Merits (Petitioner), PDF pp. 11, 25). The Supreme Court granted review on September 4, 2026. ## Issues Presented - Wings (Brief on the Merits (Petitioner), PDF p. 14): (1) whether the court of appeals erred in holding that Wings breached the buy-sell provision by including a term returning Freedman's capital in full; and (2) whether a party is entitled to Chapter 38 attorney's fees when the only relief obtained on a contract claim is a specific-performance injunction. - Freedman (Brief on the Merits (Respondent), PDF p. 8): (1) whether the court of appeals properly read Section 12.2 as permitting a buy-sell only as to Membership Interest based on one price metric expressed two ways; and (2) whether Wings's fee issue warrants review. ## Standard(s) of Review The case turns on contract interpretation of the Company Agreement's text; Freedman invokes the omitted-case canon and argues Wings asks the Court to infer a "grander theme or purpose" not reflected in Section 12.2 (Brief on the Merits (Respondent), PDF pp. 2-3). ## Legal Arguments **What Section 12.2 allows.** **Wings (Petitioner):** Section 12.2's two pricing methods, "per Membership unit" and "percentage of ownership," show the parties could account for disproportionate capital, so an offer could return both members' contributed capital, and the agreement elsewhere requires the parties to account for, preserve, and return their capital (Brief on the Merits (Petitioner), PDF pp. 25-26). The court of appeals ignored Wings's ownership of his capital contributions and collapsed the two methods into one, which would let one member misappropriate the other's capital through a buyout (Brief on the Merits (Petitioner), PDF pp. 14, 26). In reply, he says Freedman's reading cannot account for the agreement's most important features (Reply Brief (Petitioner), PDF p. 2). **Freedman (Respondent):** Membership Interest is the only thing bought or sold under Section 12.2, "per Membership unit" and "percentage of ownership" are two ways of reaching the same Membership Interest price, and once contributed, capital belongs to the company and not to the members (Brief on the Merits (Respondent), PDF pp. 3, 17-18, 24). Wings's reading requires inserting language into Section 12.2 under the omitted-case canon, and reading Sections 4.1 and 12.2 together shows the provision refers to each member's ownership proportion, not capital contributions (Brief on the Merits (Respondent), PDF pp. 2-3). **Chapter 38 fees after specific performance.** **Wings (Petitioner):** Because a party must "recover damages" to obtain fees under *MBM Financial v. Woodlands Operating*, the question whether fees are available when only specific performance is obtained has divided the courts of appeals and needs this Court's review (Brief on the Merits (Petitioner), PDF p. 14). **Freedman (Respondent):** Wings failed to preserve the issue, Chapter 38 should be read to serve rather than undermine contract law's goals, and Wings told the trial court the specific-performance award left the parties in a state of uncertainty needing further declaratory relief (Brief on the Merits (Respondent), PDF p. 3). ## Stated Reasons the Court Should Take the Case Wings argued the first issue lets one company owner misuse a buy-sell agreement to take another's capital, undermining buy-sell agreements in closely held companies, and that the fee question has split the intermediate courts since *MBM Financial* (Brief on the Merits (Petitioner), PDF pp. 14, 25). Freedman argued the second issue does not warrant review (Brief on the Merits (Respondent), PDF p. 3). ## Practice Area Tags business-organizations, contract-interpretation, attorney-fees, breach-of-contract ## Procedural Posture/Vehicle Petition for review from the Fifth Court of Appeals (Dallas); granted September 4, 2026. Oral argument: December 2, 2026. ## Amicus Involvement None noted --- Source: The SCOTX Report, https://scotxreport.com/cases/25-0274. AI-generated summary of the Court's opinion, orders and the parties' briefs, with pin cites to the page of each document; verify against the Court's own documents at search.txcourts.gov.