Dennis Kilpatrick v. White Hall on MS River, LLC, 207 So. 3d 1241

Five men agreed to form White Hall on MS River, LLC to buy land; each promised $500,000 capital contributions to secure a below‑market purchase before a deadline.
Closing occurred Dec. 13, 2007; White Hall’s certificate of formation filed Dec. 17, 2007. Kilpatrick paid $100,000 at closing and later paid about $84,500 toward interest/principal but never paid the remaining $400,000.
An operating agreement was drafted and produced in 2008 but was signed by only three men (Cvitanovich, Richards, McBeth); the signature page acknowledged Kilpatrick and Moran as partial contributors with zero membership shares.
White Hall’s tax records initially listed Kilpatrick as having an ownership percentage, which later decreased to zero by 2010; White Hall restricted his access and use of the property after missed payments and sold part of the property in 2010.
Kilpatrick sued in chancery court seeking a declaration of membership, inspection of records under the MLLCA, return of $186,500 (unjust enrichment/equitable lien or constructive trust). The chancery court found Kilpatrick was not a member, had unclean hands, and denied recovery; the Supreme Court of Mississippi affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was the Operating Agreement valid and was Kilpatrick a member?	Kilpatrick: Agreement unsigned by all members; statutory defaults control; he was a member based on tax records and ledgers.	White Hall: Membership required $500,000 per agreement; Kilpatrick never paid full amount and thus is not a member.	Court: Agreement’s plain terms require $500,000; Kilpatrick paid < $500,000 and is not a member.
Is Kilpatrick entitled to return of his capital contribution (equitable relief)?	Kilpatrick: Unjust enrichment; constructive trust or equitable lien should return his contributions.	White Hall: No fraud or unconscionable conduct by members; payments were partial toward a $500,000 requirement and members relied to their detriment.	Court: No basis for constructive trust or equitable lien; equitable relief denied.

Bluewater Logistics, LLC v. Williford, 55 So.3d 148 (Miss. 2011) (standard for appellate review of chancellor’s findings and treating LLC operating agreement as a contract)
Ferrara v. Walters, 919 So.2d 876 (Miss. 2005) (plain meaning rule for contracts)
Union Nat'l Life Ins. Co. v. Crosby, 870 So.2d 1175 (Miss. 2004) (definition and grounds for imposing a constructive trust)
McNeil v. Hester, 753 So.2d 1057 (Miss. 2000) (further discussion of constructive trust principles)
Harrell v. St. John, 792 F.Supp.2d 933 (S.D. Miss. 2011) (promise to contribute to LLC not enforceable unless in a writing signed by the member)