Molter, J.
Andrew Nemeth is a commercial real estate broker and consultant who undertook a development project with the Panzica brothers—William, Thomas, and Philip—who own an architecture and construction company. Nemeth and the Panzicas planned to form a limited liability company (LLC) to acquire, develop, and lease a piece of commercial real estate so they could share the profits as LLC members.
But they didn’t commit their plan to writing, and when they formed the LLC, they didn’t sign an agreement or confirmation identifying the LLC’s members. Then they had a falling out. The Panzicas accused Nemeth of swindling them into the project and out of a commission by forging the property’s purchase agreement. So they backdated an operating agreement omitting Nemeth from the LLC membership. Nemeth denied any forgery, and he complains the Panzicas cut him out of a lucrative development deal that he brought to them.
Nemeth sued for breach of contract and unjust enrichment, but the trial court entered judgment for the Panzicas. Granting summary judgment on the contract claim, the court reasoned that Nemeth was not an LLC member because his interest was not confirmed in writing. Then, after denying Nemeth’s jury request, the court conducted a bench trial and denied the unjust enrichment claim. It concluded Nemeth failed to prove his claim, and the unclean hands doctrine barred the claim anyway. Nemeth appealed, and the Court of Appeals reversed.
We granted transfer to answer three questions of first impression: Does becoming an LLC member require either a written agreement or written confirmation? (Yes) Does the constitutional right to a jury trial in civil cases cover unjust enrichment claims for a money judgment? (Yes) Does the unclean hands doctrine apply to those claims? (Yes) Although we agree with the trial court that, as a matter of law, Nemeth was not an LLC member, there remain genuine, material factual disputes over whether the Panzicas breached an agreement to make him one. And Nemeth was also entitled to a jury trial on his unjust enrichment claim. So we vacate the judgment and remand for a jury trial on both claims.
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In Part I below, we explain that while we agree with the trial court that LLC membership requires a writing, there remain material factual disputes about whether the Panzicas breached an agreement to make Nemeth a member, so summary judgment on the contract claim was mistaken. In Part II, we explain that Nemeth had a right to present his unjust enrichment claim to a jury because the claim is legal rather than equitable.
I. Nemeth’s Breach of Contract Claim
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A. LLC membership requires a writing.
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1. Becoming an LLC member requires a written agreement or written confirmation.
The direct acquisition provision says that one becomes a member “upon compliance with the operating agreement or if the operating agreement does not provide in writing, upon the written consent of all members.” I.C. § 23-18-6-1(a)(1) (emphasis added). The parties’ disagreement is over how to interpret the italicized phrase. The Panzicas read the phrase as clarifying that the first option refers only to a written operating agreement, not an oral agreement. So if there is a written operating agreement, a prospective member must follow that, and if there isn’t, then they must get written consent. Those are the only options. Both require a writing, so neither offers an option to comply with an oral operating agreement.
Nemeth argues the phrase instead conditions the second option but says nothing about the first option. And because the Act generally permits both written and oral operating agreements, either suffices to create a membership interest through the first option. I.C. § 23-18-1-16 (“‘Operating agreement’ means any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business that is binding upon all the members.”). In other words, if there is a written operating agreement, a prospective member must follow that. But if there isn’t, they can either comply with an oral operating agreement or obtain written consent. And because there was no written agreement here, Nemeth could establish his membership through an oral agreement, he argues.
Both interpretations are reasonable, so we must resolve the ambiguity by deciding which is better. Young v. Hood’s Gardens, Inc., 24 N.E.3d 421, 425 (Ind. 2015). And for three reasons, we conclude the Panzicas propose the better interpretation.
a. The Panzicas’ interpretation better aligns with other provisions in the Act.
First, the Panzicas’ interpretation more closely aligns with the policy choice to require a writing that the legislature codified in the Membership Statute’s other provisions and the Act’s other membership-related statutes….
We see no indication that the legislature meant to treat obtaining a membership interest from the company differently than obtaining an interest through assignment when it comes to a writing requirement. Instead, we think the legislature’s use of similar language in statutory provisions with a similar purpose suggests it meant to treat both scenarios the same—both direct acquisitions and assignments require a writing.
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b. The Panzicas’ interpretation is consistent with other states’ more clearly written statutes.
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c. Limited evidence of the original public meaning supports the Panzicas’ interpretation
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2. The direct acquisition provision applies both to original members and later-added members.
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a. The Act’s “member” definition does not distinguish between original and new members.
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b. The Membership Statute’s timing provision covers original members.
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c. The legislature has not amended the Act to track other model acts that have more recently been amended to distinguish between original and later-added members.
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B. Factual disputes preclude summary judgment on Nemeth’s claim that the Panzicas breached a contract to make him a member.
Though Nemeth can’t prove he was a member, he claims he can still prove he and the Panzicas agreed he was supposed to become one. So, he argues, by excluding him from membership, the Panzicas broke their promise to make him a member.
We agree that Nemeth should be permitted to present his claim to the jury….
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II. Nemeth’s Unjust Enrichment Claim
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The trial court rejected Nemeth’s request to submit his claim to a jury and then rejected his claim. The court rejected the claim for two reasons. The first was that it concluded Nemeth did not satisfy his burden of proof. The second was that it concluded the doctrine of unclean hands defeated the claim. Nemeth argues that it was for the jury rather than the judge to decide his claim. The Panzicas disagree, and they argue the mistake was harmless anyway.
We agree with Nemeth, as we discuss next.
A. Jury Right
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Nemeth’s claim was considered legal. Unjust enrichment claims are a species of quasi-contract claims….
When plaintiffs seek a money judgment for unjust enrichment rather than equitable relief (e.g., a constructive trust, equitable lien, or subrogation), our appellate courts have long held those are legal claims that juries can decide. McKinney v. Springer, 6 Blackf. 511, 514–15 (Ind. 1843); Nehi Beverage Co. of Indianapolis v. Petri, 537 N.E.2d 78, 85 (Ind. Ct. App. 1989). That is why we have a pattern jury instruction for them. Ind. Pattern Jury Instruction No. 3317 (2024).
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Even so, the Panzicas argue that while Nemeth sought a money judgment, his complaint did not limit his claims to that relief. But once the case was narrowed to Nemeth’s only remaining claim of unjust enrichment, he made clear he was seeking a money judgment only. He made that clear during the final pretrial conference discussion of jury instructions (before the trial court sua sponte converted the trial to a bench trial) and again on the first day of trial. Neither time did the Panzicas respond with surprise or concern that Nemeth was seeking only a money judgment.
Yet they argue that the trial isn’t the juncture that matters, and instead we must consider the full breadth of Nemeth’s complaint, which sought other forms of relief, including equitable relief. We don’t see why. Our analysis turns on whether Nemeth’s sole remaining claim of unjust enrichment was one for a money judgment, and that analysis is not informed by the five earlier claims that he lost or abandoned.
Because Nemeth’s unjust enrichment claim for a money judgment is a legal claim, he has a constitutional right to present it to a jury.
B. Unclean Hands Defense
The Panzicas argue that any error in not allowing Nemeth to present his unjust enrichment claim to a jury is harmless because the judge concluded the Panzicas’ unclean hands defense defeated Nemeth’s claim anyway. Nemeth responds that unclean hands is an equitable defense available only for claims to equitable relief, not claims like unjust enrichment, which seek only legal relief through a money judgment. We agree with the Panzicas that unclean hands is a defense available for unjust enrichment claims regardless of whether the plaintiff seeks legal or equitable relief. But still, the error wasn’t harmless because the jury—not the judge—must decide that defense in this case.
To explain, we first provide an overview of the unclean hands doctrine. We then discuss the competing views over whether the unclean hands defense can apply to claims for legal relief. Next, we explain that two points of agreement between the parties—(1) that there is a corollary legal defense of “in pari delicto,” and (2) that the propriety of Nemeth’s conduct is properly considered as one of the elements of his claim—lead us to conclude that the Panzicas can assert an unclean hands defense to Nemeth’s unjust enrichment claim. And finally, we explain that the jury, rather than the judge, must decide Nemeth’s unclean hands defense.
1. Overview of Unclean Hands
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2. Unclean Hands Defense to Legal Relief
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3. Unclean Hands Defense to Nemeth’s Unjust Enrichment Claim
We join the camp that concludes unclean hands is an available defense to an unjust enrichment claim even when the plaintiff seeks a money judgment. And we base our conclusion on two points where the parties agree.
The first is that they agree there is a corollary legal defense, known as “in pari delicto,” that the common law courts recognized….
The second point of agreement between the parties is that Nemeth’s conduct must be considered when deciding the merits of his unjust enrichment claim. “To prevail on a claim of unjust enrichment, a plaintiff must establish that a measurable benefit has been conferred on the defendant under such circumstances that the defendant’s retention of the benefit without payment would be unjust….
Because common law courts recognized a corollary defense to the unclean hands doctrine, and because the jury must undertake the same consideration as the unclean hands doctrine when deciding the elements of Nemeth’s claim, the Panzicas may invoke the doctrine in defense.
4. The jury must decide the Panzicas’ unclean hands defense.
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Nemeth therefore remains entitled to present his unjust enrichment claim to a jury, although the Panzicas may invoke the unclean hands doctrine for the jury’s consideration. Because the trial court instead mistakenly entered judgment without a jury trial, we must vacate the judgment.
Conclusion
For these reasons, we vacate the judgment and remand for a jury trial.
Rush, C.J., and Massa, Slaughter, and Goff, JJ., concur.