Baeyens

FACTS AND PROCEDURAL HISTORY

In 2011, Paul and his father Robert created a business plan to develop an independent brand of health and nutritional supplements and also to sell other companies’ supplements through online retailers, such as Amazon.com. Shortly after the Baeyenses started their business, Wheatley approached them and offered to invest. The three men agreed Wheatley would provide capital and “‘rent free’” office space while the Baeyenses would contribute their business plan and manage the business day to day. Although the Baeyenses were not required to contribute any capital, they were promised a guaranteed monthly salary. Under their agreement, the Baeyenses and Wheatley formed two limited partnerships: Body Superior, L.P., to develop an independent brand of supplements, and Health and Beauty Pros, L.P., to sell supplements manufactured by other companies. The Baeyenses and Wheatley are the only limited partners in the Limited Partnerships, and

3 Wheatley holds a 59 percent ownership interest in each partnership, while the Baeyenses hold a 40 percent interest. The Baeyenses and Wheatley also formed two limited liability companies: Westside Nutrition, LLC, to hold…