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This section contains the nature of the case and procedural background.

P is a carpenter who formerly owned a business that installed custom stair rails and staircases. In 2012, P began to flip houses full-time. P has flipped around 70 properties since 2012. P is a carpenter who formerly owned a business that installed custom stair rails and staircases. In 2012, P began to flip houses full-time. P has flipped around 70 properties since 2012. To finance these flips, Heritage, P's LLC, borrowed cash from Blue Water Trust (Blue Water) and Sequel Investments, Inc. (Sequel). Blue Water and Sequel were owned by Steven A. Sell and later by Steven's son, Joshua S. Sell. D is a real estate broker and investor. D began purchasing properties to rent in the early 2000s and has some experience with renovating those properties. P and D met over a property for which D was the listing agent. P and D discussed the possibility of working together to flip and rent homes. P could offer his access to a hard-money lender and his extensive hands-on renovation expertise, while D had experience with managing tenants, had access to long-term loans and other debt financing, and could handle the paperwork and accounting for the business. P informed D that he had unpaid back taxes and a low credit score. In early 2018, P and D identified a property that could be their first acquisition. D indicated that she would email P 'the usual partnership agreement I use,' adding: 'We can tweak it, but I just want you to see it/get an idea of it.' D sent an email attaching an operating agreement for 'a limited liability company (or other corporate entity)' named ''DOUBLE Jr LLC' (DJR) and/or a variation of the same.' The name, Double J.R., LLC, stood for 'Jill and John's Rentals.' The March 25 Operating Agreement is dated April 2, 2018, and identifies P and d as the 'current members,' with each owning a 50% membership interest, and has signature blocks with each of their names typed below the applicable signature lines. T]he purpose of the LLC was to purchase, manage, distribute, collect, and otherwise derive income from an investment business with a focus on real estate purchases, acquisitions, rentals, real property improvement, and other legal enterprises. All firm decisions would be unanimous, and that '[a]greed expenses incurred by members on behalf of the firm are subject to reimbursement by the firm. P contends that he met D outside of her house and that they both signed the operating agreement on top of a car. Under P's narrative, D took the signed original and was supposed to send him a copy. D never returned a signed copy. D denies that this meeting ever occurred. D contends that she sent the email with a form of operating agreement intended to be a vesting agreement under which P would eventually become a 50% member of the LLC after 'he handled his tax situation.' D filed a certificate of formation with the Delaware Secretary of State forming a Delaware limited liability company named Double J.R., LLC. The certificate of formation does not identify any members or managers of the Company. On April 30, 2018, DJR purchased the David Street Property. P submitted a financing application to Blue Water and Sequel on behalf of himself and D, requesting a loan of $80,000. D noted that 'Jill is forming our LLC. Says it should be completed by tomorrow.' Subsequent documentation noted a personal guarantee by both P and D, as well as a note that Blue Water had 'done multiple loans with P, the owner of Double JR, LLC.' Both P and D were physically present for the closing, and each signed several documents, including a guaranty agreement, a mortgage, a disclosure regarding their 'deed in lieu of foreclosure' provision, and a real estate tax return. P and D signed each of these documents as the managing members of DJR. Each of the documents contained notarized statements affirming that P and D were signing as the managing members of DJR. Joshua Sell testified that there was no discussion about excluding P from these documents. D suggested that D's low credit score and unpaid back taxes may be having a negative effect on their subsequent refinancing efforts. They agreed to leave D's name off future refinancing documents. P and D purchased another property with a $74,000 loan. P and D personally guaranteed the loan. The approval letter noted that the borrower would be required to provide approximately $13,000 in cash. The HUD-1 settlement statement for the property indicated that $10,655.58 was due in cash from the borrower, an amount that was paid via a loan from Blue Water to P. P took out a mortgage on one of his personal properties in order to secure this loan. P repaid the loan, but DJR never reimbursed him for this expenditure. DJR purchased a property and again sought financing from Blue Water. D personally guaranteed the Blue Water loan. DJR was required to deliver approximately $12,000 at closing. P approached D about her contributing half of the cash amount, but she declined. D held P to his original agreement to supply all the cash upfront. P delivered a $14,166.09 cash payment from Blue Water by once again borrowing against his home, which he owned through Heritage, his own LLC. DJR purchased another property where P supplied $12,775.97 in cash to meet this obligation. DJR purchased a final property in May 2019 with a $40,000 cash requirement. Joshua Sell suggested that D should be required to contribute to the down payment. D refused to provide any money for closing. P supplied all $38,321.83 in cash necessary to close, which he again obtained through a loan on a property he owned through Heritage. D endeavored to refinance the loans that DJR obtained for the properties. Sussman refinanced the South Governors' Property and North Governors' Property in early spring 2019. DJR had $36,000 in available cash. Despite significant work remaining on the David Street Property, D allocated only $20,000 to complete the work on the project.D used the remaining $16,000 to pay her personal credit card debt. The relationship began to sour. P requested documents related to the recent refinancing and the company's general finances. D then demanded information from P to document his renovation expenses. D denied that P was ever a member or manager of DJR. Rather, she maintained that the agreement from the outset was for Klein to potentially attain a membership interest in DJR after he resolved his tax issues. On March 12, 2020, P filed a verified complaint seeking an order declaring him to be a 50% member and co-equal manager of DJR, an accounting, and other equitable relief. Ds answered the complaint and asserted counterclaims for breach of contract and tortious interference with contract. Ds asserted third-party claims against Blue Water and Sequel for breach of contract, bad faith/willful misconduct, and breach of fiduciary duties in the same amount and to the same degree as any damages that Ds are ordered to pay to P. The court held a one-day trial. The parties requested that the court decide the threshold question of whether P is a member and manager of DJR.

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