In 2011 Austin Watterson, Josh Wilson, and Mike West entered into an agreement in which they were all working under the LLC of Wilson Home Development (WHD). The terms of this agreement are in dispute. In May of 2011, Watterson filed for Chapter 7 bankruptcy, and he did not claim any ownership in any LLC in his petition. Watterson claims that on August 1 of that same year, he and Wilson met at Wilson’s home to discuss their business relationship. He alleges that in this meeting the pair agreed to start a new LLC, Wilson Home Restoration (WHR), without West, and that they would be equal co-owners. He claimed that they had agreed to split losses and profits equally. This agreement was never formally put in writing, and WHR’s articles of organization were filed in December 2011 with Wilson listed as “the organizer.”
Wilson and Watterson worked under WHR together until 2014. Wilson terminated Watterson’s relationship with the company at this time, and Watterson filed suit against Wilson claiming that Wilson had wrongfully ousted him from the company without compensation for the value of his ownership of the company. Watterson testified that their previous oral agreement provided that Watterson was, in fact, an equal co-owner. Wilson even admitted that on more than one occasion Watterson publicly referred to himself a co-owner of the LLC, and Wilson never corrected him.
The Missouri Court of Appeals affirmed the circuit court’s “grant of summary judgment on
Watterson’s claims of promissory estoppel, quasi-contract, and quantum meruit.” However, it reversed the circuit court’s summary judgment “on Watterson’s claims of
constructive trust, fraud, and breach of contract.” The case is being sent back to the circuit court for further proceedings consistent with the Missouri Court of Appeals’ opinion.
Austin Watterson vs. Josh Wilson, et al
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