In the

    United States Court of Appeals
                For the Seventh Circuit
                    ____________________
No. 23-3200
YASH VENTURE HOLDINGS, LLC,
                                                 Plaintiff-Appellant,
                                v.

MOCA FINANCIAL, INC., JOHN A. BURNS, AND RAJEEV ARORA,
                                      Defendants-Appellees.
                    ____________________

        Appeal from the United States District Court for the
                     Central District of Illinois
         No. 4:19-cv-04176 — Sara L. Darrow, Chief Judge.
                    ____________________

     ARGUED MAY 28, 2024 — DECIDED AUGUST 28, 2024
                ___________________

   Before JACKSON-AKIWUMI, LEE, and KOLAR, Circuit Judges.
    KOLAR, Circuit Judge. Start-up companies need money to
start up. To get that necessary capital, new businesses often
partner with outside investors, exchanging the investors’
funds today for an ownership interest in the firm tomorrow.
In an ideal world, the partnership goes forward, the business
prospers, and all parties are satisfied. But sometimes these
would-be partnerships fall apart, the company moves on
without the investor, and litigation ensues. As might be
2                                                           No. 23-3200

expected, this appeal involves the latter circumstance.
Specifically, this case concerns various claims brought by a
possible investor against a start-up relating to an alleged oral
agreement to exchange $600,000 worth of software
development for a 15 percent non-dilutable ownership
interest in the future company. Because the plaintiff has not
pleaded factual allegations sufficient to support that any
enforceable agreement was reached, we affirm.
                             I. Background
   Back in 2018, Defendants-Appellees John Burns and
Rajeev Arora were looking for an investor for their new
company, Moca Financial Inc (Moca) (collectively, with Burns
and Arora, Defendants). 1 One of the individuals they
approached for funds was Manoj Baheti. Plaintiff-Appellant
Yash Venture Holdings, LLC, is Baheti’s designee. 2 Over the
course of several months, the parties engaged in discussions
and exchanged documents about a possible investment in
Moca. Eventually, the relationship between Defendants and
Plaintiff broke down, culminating in the present litigation.
    All of Plaintiff’s claims—and therefore, this appeal—rest
on the same set of factual allegations. Plaintiff alleges that, in
late 2018, the parties agreed that Plaintiff would provide
software development services in exchange for an ownership




    1 Moca’s business focuses on providing “functionalities,” including

the development of certain types of payment software, to the credit card
industry.
    2 For ease of understanding, this opinion will refer to Baheti and Yash

Venture collectively as “Plaintiff.”
No. 23-3200                                                           3

interest in Moca. We reproduce the critical allegation as to this
exchange from the complaint in full:
   After multiple discussions regarding the investment
   opportunity, on or about November 18, 2018, by way
   of a telephone conversation, Arora, on behalf of the
   Defendants, orally offered Baheti, through his
   representative, Bala Navuluri, a fifteen percent (15%)
   ownership interest in Moca in exchange for $600,000 of
   development work related to the Software. Bala
   Navuluri, on Baheti’s behalf, orally accepted such offer
   upon the understanding Baheti’s interest would not be
   diluted, as compared to Burns’ and Arora’s interests in
   Moca, before issuance of stock representing such
   ownership interest, and through the initial
   capitalization of Moca. Such offer and acceptance are
   hereafter referenced as the Parties’ Agreement.
(emphasis added).
    As the complaint details, less than a month later, on
December 6, 2018, Defendants provided Plaintiff with a
document titled “MOU for Company Formation.” 3 At the top
of the page, the MOU highlighted that it related to “ongoing
discussions” about Moca’s formation, including its “company
structure and equity pattern,” and explicitly noted that “[t]he
proposal [was] in the initial state of discussion.”
   Among other things, the MOU included additional detail
as to Moca’s equity structure. For instance, it contained a
section labeled “Plan,” indicating that the equity breakdown


   3 “MOU” typically stands for “Memorandum of Understanding.” A

copy of this document was attached to the complaint as “Exhibit A.”
4                                                          No. 23-3200

between Burns, Plaintiff, and Arora would be 20 percent, 15
percent,    and    65   percent    respectively.   Plaintiff’s
responsibilities were described as providing initial support
for software development, and the MOU further indicated
that any investment above a 15 percent valuation of the
company would be reimbursed. 4
    As alleged in the complaint, on March 1, 2019, Plaintiff
directed one of its related companies (Yash Technologies, Inc.)
to begin performing software development work. A few days
after work began, on March 7, 2019, Moca provided Plaintiff
with yet another document, this time one labeled “Term
Sheet.” 5 While the Term Sheet continued to reflect Plaintiff’s
proposed stake in Moca as 15 percent, it adjusted the
ownership structure in other ways. Specifically, the Term
Sheet now listed two additional individuals to the ownership
structure and reduced Burns’s stake to 15 percent.
Furthermore, the proposed investment for Plaintiff’s stake
was changed from $600,0000 worth of software development
to $600,000 in cash.
    Almost two months later, on April 30, 2019, Defendants
circulated a new document, labeled “Capitalization Table.” 6
Unlike in the other documents, Plaintiff’s stake was no longer
listed as 15 percent. Instead, it had had been reduced to 7.5
percent. In contrast, Burns and Arora’s stakes had increased.

      4 The MOU gave Moca an initial valuation of $4,000,000, making a 15

percent equity stake worth $600,000.
      5 A copy of this document was attached to the complaint as “Exhibit

B.”
      6 A copy of this document was attached to the complaint as “Exhibit

C.”
No. 23-3200                                                               5

According to the complaint, Defendants informed Plaintiff
that Moca was entering into strategic partnerships with other
executives who needed to be compensated with equity.
Defendants further explained that the executives’ stakes were
not listed out separately, but rather incorporated into Burns’s
and Arora’s equity positions, due to conflicts with the
executives’ current employment.
    Plaintiff objected to the dilution of its share, stating that it
had never agreed to dilute its ownership interest and that any
such dilution was contrary to the earlier agreement. On June
10, 2019, Burns responded to Plaintiff’s objections in an
email. 7 Burns indicated that if Plaintiff was unable to see the
value that the Defendants had brought to Plaintiff’s
“proposed $600,000 strategic investment in Moca since the
March time frame,” as well as the “importance of driving
valuation instead of ownership interest,” Defendants were
ready to “move on” without Plaintiff’s investment.
Alternatively, Burns offered Plaintiff an additional
investment opportunity if Plaintiff wished to “maintain” its
ownership position at 15 percent. Two days later, after
discussions with a representative of Plaintiff, Burns emailed
an updated overview of the three investment options “under
consideration,” none of which included 15 percent ownership
in exchange for $600,000 (in cash or other services). 8
   Following this exchange, Defendants sent over
documentation for Plaintiff to execute regarding its
investment. Plaintiff refused to do so on the grounds that the
documents did not accurately reflect its 15 percent ownership

   7 A copy of this email was attached to the complaint as “Exhibit D.”

   8 A copy of this email was attached to the complaint as “Exhibit E.”
6                                                            No. 23-3200

interest in Moca. Burns subsequently emailed Plaintiff to
confirm that, because the documents had not been executed,
the preferred equity offering to Plaintiff had expired. Plaintiff
never received any ownership interest in Moca.
    Plaintiff subsequently filed the present lawsuit. The
operative complaint asserts ten claims against Defendants,
the first nine of which relate to Defendants’ alleged failure to
issue Plaintiff a 15 percent ownership interest in Moca.
Specifically, Plaintiff asserted claims for securities fraud
under both federal and Illinois law (Counts I and II); common
law fraud (Count III); breach of contract and, in the
alternative, promissory or equitable estoppel (Counts IV, V,
and VI); breach of fiduciary duty against both Burns and
Arora (Counts VII and VIII); and injunctive relief (Count IX).
Count X, for copyright infringement, is not at issue in this
appeal.
   Defendants moved to dismiss, and the district court
granted the motion as to all but the equitable estoppel and
copyright infringement claims. Discovery proceeded as to the
remaining claims. Plaintiff eventually moved to voluntarily
dismiss these claims, the district court entered final judgment,
and Plaintiff timely appealed. 9


    9As a brief note, in addition to challenging the district court’s ruling

as to the motion to dismiss, Plaintiff also seeks to appeal two other
rulings—the first granting Defendants a protective order as to discovery
on the equitable estoppel claim and the second denying Plaintiff leave to
amend the pleadings—by the magistrate judge. Plaintiff, however, failed
to file objections to either ruling, thereby waiving its right to appeal the
magistrate judge’s well-reasoned and thorough orders. Video Views, Inc. v.
Studio 21, Ltd., 

 (7th Cir. 1986); see also Fed. R. Civ. P.
72(a).
No. 23-3200                                                      7

                          II. Analysis
    We review the dismissal of a complaint for failure to state
a claim de novo. Sherwood v. Marchiori, 

, 693 (7th
Cir. 2023). When analyzing the sufficiency of a complaint, we
“must construe it in the light most favorable to the plaintiff,
accept well-pleaded facts as true, and draw all inferences in
the plaintiff’s favor.” Carlson v. CSX Transp., Inc., 

 (7th Cir. 2014). Still, “[t]o survive a motion to dismiss
under Rule 12(b)(6), the complaint must provide enough
factual information to ‘state a claim to relief that is plausible
on its face’ and ‘raise a right to relief above the speculative
level.’” Camasta v. Jos. A. Bank Clothiers, Inc., 

(7th Cir. 2014) (quoting Bell Atl. Corp. v. Twombly, 

 (2007)).
    While this appeal involves the dismissal of numerous
claims, at its core, it requires us to answer only one question:
does Plaintiff’s complaint adequately allege the existence of
an enforceable contract or, alternatively, a promise regarding
the exchange of $600,000 worth of software development for
a 15-percent ownership interest in Moca? If no, then each of
Plaintiff’s claims were properly dismissed. If yes, then we
must consider whether Plaintiff’s claims fail on alternative
grounds.
                       A. Breach of Contract
    We begin our analysis with Plaintiff’s breach of contract
claim, as it most clearly presents the critical issue.
   To establish a claim for breach of contract under Illinois
law, a plaintiff must show: “(1) offer and acceptance, (2)
consideration, (3) definite and certain terms, (4) performance
by the plaintiff of all required conditions, (5) breach, and (6)
8                                                     No. 23-3200

damages.” Ass’n Benefit Servs., Inc. v. Caremark RX, Inc., 

 (7th Cir. 2007) (citation omitted).
    “Under Illinois law, oral agreements are enforceable ‘so
long as there is an offer, an acceptance, and a meeting of the
minds as to the terms of the agreement.’” Toll Processing
Servs., LLC v. Kastalon Polyurethane Prods., 

(7th Cir. 2018) (quoting Bruzas v. Richardson, 

 (Ill. App. Ct. 2011)). In particular, “[t]he essential terms
must be ‘definite and certain’ so that a court can ascertain the
parties’ agreement from the stated terms and provisions.”
Dillard v. Starcon Int’l, Inc., 

 (7th Cir. 2007)
(quoting Quinlan v. Stouffe, 

 (Ill. 2005)); see
also Babbitt Municipalities, Inc. v. Health Care Serv. Corp., 

 (Ill. App. Ct. 2016) (“If the contract terms
are too uncertain or indefinite to enforce, allegations of a
breach of those terms will not provide a basis for a breach of
contract claim.”). As to whether a meeting of the minds
occurred, courts must look to “the parties’ objective conduct,
not their subjective beliefs.” Dillard, 

 (citing
Paxton-Buckley-Loda Educ. Ass’n v. Ill. Educ. Labor Relations Bd.,

 (Ill. 1999)).
    As the parties recognize, the crux of this claim hinges on
whether Plaintiff adequately alleged that the parties had
formed an oral contract to exchange $600,000 worth of
software development for a 15 percent non-dilutable equity
interest in Moca.
    According to Plaintiff, Paragraph 8 of the complaint
contains the requisite factual allegations supporting the
existence of an enforceable contract. In Plaintiff’s view, it does
so by alleging that Defendants “orally offered” Baheti “a
fifteen percent (15%) ownership interest in Moca in exchange
No. 23-3200                                                     9

for $600,000 for development work” (satisfying the “offer”
requirement) and that Plaintiff’s representative “orally
accepted” this offer “upon the understanding that Baheti’s
interest would not be diluted” (satisfying the “acceptance”
requirement).
    But in this accounting, the offer and acceptance do not
match. Specifically, this disconnect arises in connection with
the nature of the proposed interest in the company. As the
complaint details, Defendants offered a 15 percent interest
without reference to whether that interest was dilutable. The
offer allegedly accepted by Plaintiff, however, consisted of a
15 percent non-dilutable interest in the company.
    Illinois law is clear: an oral agreement, like any other
contract, “must be sufficiently definite as to its material
terms” to be enforceable. Toll Processing, 

 (citing
Wait v. First Midwest Bank/Danville, 

 (Ill.
App. Ct. 1986)); Caremark, 

. Thus, while “[a]
contract may be enforced even though some contract terms
[are] missing or left to be agreed upon,” there is no contract
“if essential terms are so uncertain that there is no basis for
deciding whether the agreement has been kept or broken.” See
Citadel Grp. Ltd. v. Washington Reg’l Med. Ctr., 

(7th Cir. 2012) (quoting Milex Prods., Inc. v. Alra Lab’ys., Inc.,

 (Ill. 1992)). So, if the nature of the
ownership interest (dilutable or not) is a material term, and
there is no meeting of the minds as to this term, the alleged
oral contract would not be enforceable.
    In this case, we find, based on the allegations contained
within the complaint, that whether the interest was non-
dilutable is material. Here, Plaintiff alleges that the breach
occurred when Defendants proposed diluting Plaintiff’s stake
10                                                            No. 23-3200

from 15 percent to 7.5 percent. Thus, under Plaintiff’s own
theory of the case, there could not have been a breach without
agreement as to all of terms regarding the nature of this
ownership interest. Plaintiff’s briefing confirms that this
reading of the complaint is correct, as Plaintiff repeatedly
refers to the non-dilutable nature of the proposed ownership
interest as a material term. Without any factual allegations
supporting an agreement as to this term, therefore, we cannot
say that that the parties “selected and concurred in the terms
of the contract” as required for an enforceable contract under
Illinois law. 10 Dynergy Mktg. & Trade v. Multiut Corp., 

 (7th Cir. 2011) (quoting Richton v. Farina, 

 (1973)).
    Nevertheless, Plaintiff contends that it does not matter
whether there was a meeting of the minds on the dilutable
nature of the proposed ownership interest or, at minimum,
that it is a question of fact not suitable for resolution on a
motion to dismiss. In fact, it calls the entire argument a “red
herring,” suggesting that disagreement over whether the
interest was dilutable would not affect the enforceability of
the contract. This position, however, is internally


     10Additionally,    the “undiluted” nature of the alleged ownership
interest in the offer is a critical element as to several of Plaintiff’s other
claims. For instance, Plaintiff’s securities fraud and common law fraud
claims are premised on Defendants’ alleged “conduct of mispresenting a
material fact regarding the percentage ownership interest Baheti/Yash
Venture would receive in Moca (i.e., the Parties’ Agreement Baheti/Yash
Venture would receive an undiluted fifteen percent (15%) ownership
interest in Moca….”). Likewise, Plaintiff’s promissory estoppel and breach
of fiduciary duty claims rest on the alleged promise “to issue Baheti/Yash
Venture a fifteen percent (15%) ownership interest in Moca, which was not
to be subject to dilution.”
No. 23-3200                                                  11

inconsistent—it is difficult (if not impossible) to reconcile
Plaintiff’s claim that the alleged breach occurred when its
share was diluted with the position that it does not matter
whether the parties had agreed that its share could not be
diluted.
   The question of whether any given term may or may not
be material is highly fact-dependent, and we must be wary of
imposing any heightened pleading requirement for oral
contracts. See Pritchett v. Asbestos Claims Mgmt. Corp., 

 (Ill. 2002) (explaining that “[e]very feasible
contingency that might arise in the future need not be
provided for in a contract for the agreement to be
enforceable”). We therefore emphasize that the identified
deficiency is predicated on the specific nature of the claims
that Plaintiff raises.
    Perhaps recognizing that the discrepancy as to the nature
of any ownership interest is dispositive, Plaintiff insists that
there is no such disconnect between the offer and acceptance.
In so doing, Plaintiff puts great weight on the phrase “upon
the understanding Baheti’s interest would not be diluted”
contained within Paragraph 8 of the complaint. In Illinois,
“’[u]nilateral understandings’ are not enough to give rise to
an enforceable oral contract.” Dynergy Mktg., 

;
see also Citadel., 

 (noting that courts look to
objective measures to determine a party’s intent to be bound,
not “their stated subjective intent as to the meaning of the
agreement”). Accordingly, Plaintiff maintains that “the
understanding” in the complaint refers to a shared
understanding between the parties, not just its
understanding.
12                                                            No. 23-3200

    But, as written, the sentence gives no indication that the
“understanding” was shared between the parties. The
relevant clause states: “[Plaintiff’s representative] orally
accepted such offer upon the understanding Baheti’s interest
would not be diluted….” Here, the verb “accepted” is
associated with the subject of the sentence—Plaintiff’s
representative. It necessarily follows that the condition of
acceptance, “the understanding,” is similarly tied to
Plaintiff’s representative, and not the parties, collectively.
Given this construction, reading in “shared” before
“understanding” would go beyond taking reasonable
inferences in Plaintiff’s favor and instead add in new words
that change the meaning of the sentence.
    Although we can resolve this appeal based solely on the
allegations contained in the complaint, without reference to
any attached exhibits, we note that these documents likely
undermine, rather than bolster, any allegation that
Defendants intended to enter into an enforceable oral
agreement.11 It is true, as Plaintiff notes, that the MOU and
Term Sheet list Baheti/Yash’s ownership share as 15 percent
in accord with the alleged earlier offer. Yet these documents
also contain statements indicating that the parties had not yet
reached an agreement. For instance, the MOU notes that it
“forms the basis for future discussions for equity…” and is

     11 Briefly, as a threshold matter, Plaintiff suggest that we (and the

district court) are limited to Plaintiff’s own selections from and
interpretation of these documents. Not so. On a motion to dismiss, “a
court may consider, in addition to the allegations set forth in the complaint
itself, documents that are attached to the complaint, documents that are
central to the complaint and are referred to in it, and information that is
properly subject to judicial notice.” Williamson v. Curran, 

(7th Cir. 2013).
No. 23-3200                                                                 13

written with “reference to the ongoing discussions” around
Moca’s creation. The (unsigned) Term Sheet similarly
references an “initial seed round,” which appears to
contemplate later (potentially dilutive) funding rounds.12
And, in any event, none of these documents indicate one way
or the other whether Plaintiff’s ownership interest was to be
dilutable.
   For the forgoing reasons, we find that Plaintiff has not
adequately pleaded the existence of a contract to sustain its
breach of contract claim. Dismissal was proper.
                         B. Promissory Estoppel
    Next, we address Plaintiff’s promissory estoppel claim. To
establish a claim for promissory estoppel under Illinois law, a
plaintiff must show that (1) the defendant made an
unambiguous promise to the plaintiff; (2) the plaintiff relied
on that promise; (3) the plaintiff’s reliance was expected and
foreseeable by the defendant; and (4) the plaintiff relied on the
promise to its detriment. Newton Tractor Sales, Inc. v. Kubota
Tractor Corp., 

, 523–24 (Ill. 2009).
  According to the complaint, the “unambiguous promise”
made by Defendants was one “to issue Baheti/Yash Venture a

    12  The explicitly preliminary nature of these documents also
undercuts Plaintiff’s claim that these exhibits could have been used to
support the existence of the parties’ agreement as to other likely material
terms, such as the form of the ownership interest (e.g., common or
preferred stock), or the timing of when that interest will vest. See, e.g., Kap
Hldgs., LLC v. Mar-Cone Appliance Parts Co., 

, 524–25 (7th Cir.
2022) (finding that a plaintiff had not alleged an enforceable contract
where the term sheet had not agreed to specific terms as to elements such
as the details of a non-disclosure agreement or the return policy or the
contract’s timeline). These documents are silent as to these terms.
14                                                    No. 23-3200

fifteen percent (15%) ownership interest in Moca, which was
not to be subject to dilution.” As already discussed, Plaintiff has
not alleged that Defendants made any promise for a 15
percent non-dilutable interest in Moca. Accordingly, this claim
must similarly fail.
     Before moving to Plaintiff’s remaining claims, we briefly
recognize that there is no dispute that Plaintiff is entitled to
payment for any work performed. Importantly, however,
Plaintiff is seeking a particular form of compensation—
specific performance ordering Defendants to issue it an
undiluted 15 percent equitable stake in Moca—in this
litigation. “Specific performance is an exceptional remedy
and is normally available only when damages constitute an
inadequate remedy.” TAS Distrib. Co. v. Cummins Engine Co.,

 (7th Cir. 2007). Moreover, it is an appropriate
remedy “only when the terms of the contract are sufficiently
specific to allow the precise drafting of such an order.” 

(citing Crane v. Mulliken, 

 (Ill. 1980)). To the
extent that our holding today finds Plaintiff’s complaint
deficient, we emphasize that it is deficient only insofar as it
fails to support this particular form of requested relief.
                     C. Common Law Fraud
    Plaintiff also seeks recovery from Defendants for common
law fraud. Under Illinois law, a plaintiff bringing such a claim
must show: “(1) a false statement of material fact; (2) known
or believed to false by the person making it; (3) an intent to
induce the other party to act; (4) action by the other party in
reliance on the truth of the statement; and (5) damage to the
other party resulting from such reliance.” Fifth Third Mortg.
Co. v. Kaufman, 

 (7th Cir. 2019).
No. 23-3200                                                     15

   Plaintiff alleges that Defendant made a false statement of
material fact in representing that Plaintiff “would receive an
undiluted fifteen percent…ownership interest in Moca.” But,
as discussed, the factual allegations in the complaint do not
support the claim that Defendants made such a statement,
particularly as to the undiluted nature of the proposed equity
stake. This claim therefore must likewise fail.
                       D. Securities Law
     Outside of these common law claims, Plaintiff also brings
claims for securities fraud under both Section 10(b) of the
Securities Exchange Act, 15 U.S.C. § 78j(b), and Section 12 of
the Illinois Securities Law of 1953, 815 ILCS 5/12. Because
Illinois courts look to federal securities law to interpret claims
brought under state law, the federal and state claims rise and
fall together. See Tirapelli v. Advanced Equities, Inc., 

 (Ill. App. Ct. 2004).
    To establish a securities fraud claim, a plaintiff must plead:
“(1) a material misrepresentation or omission by the
defendant; (2) scienter; (3) a connection between the
misrepresentation or omission and the purchase or sale of a
security; (4) reliance upon the misrepresentation or omission;
(5) economic loss; and (6) loss causation.” Glickenhaus & Co. v.
Household Int’l, Inc., 

 (7th Cir. 2015) (citation
omitted). A legally enforceable contract, including oral
agreements, for the sale of stock may satisfy the third
element—the purchase or sale of a security. See Wharf (Hldgs.)
Ltd. v. United Int’l Holdings, Inc., 

 (2001).
   Because, as pleaded in the complaint, Plaintiff’s securities
law claims assume the existence of a legally enforceable
16                                                           No. 23-3200

contract and we have found none, those claims were properly
dismissed for the same reasons as Plaintiff’s other claims.
                     E. Breach of Fiduciary Duty
    We end with consideration of Plaintiff’s breach of
fiduciary duty claims against Burns and Arora. To establish a
claim for breach of fiduciary duty, a plaintiff must plead “the
existence of a fiduciary duty, breach of that duty, and
damages proximately resulting from that breach.” Autotech
Tech. Ltd. v. Automationdirect.com, 

, 748 (7th Cir.
2006) (citing Neade v. Portes, 

 (Ill. 2000)).
    According to Plaintiff, Burns and Arora acted as
“promoters” of Moca, and such promoters owe a fiduciary
duty to those who have subscribed to the company’s stock.
Even assuming without deciding that Plaintiff is correct that
a stock subscription can form the basis of a fiduciary duty,13
Plaintiff must sufficiently allege the existence of such a
subscription. According to Plaintiff, the alleged November
2018 oral exchange constituted a stock subscription
agreement and thereby created a fiduciary duty. We have


     13 The parties do not specify or address which state law—Illinois or

Delaware—governs the analysis of whether a stock subscription can form
the basis of a fiduciary duty. Although Plaintiff’s breach of fiduciary duty
claim was brought under Illinois law, Plaintiff seeks to establish the
existence of that fiduciary duty in reliance on Delaware law (Moca is
incorporated in Delaware). Both parties cite Illinois and Delaware law
interchangeably when addressing the question of whether a promoter can
owe a fiduciary duty to a future stockholder. However, because Plaintiff
fails to establish the threshold requirement—a stock subscription
agreement—we need not address whether such an agreement could in
turn create a fiduciary duty. Accordingly, we also need not reach the
question as to which state law applies to that analysis.
No. 23-3200                                                 17

already exhaustively detailed why this exchange, as alleged,
did not establish an enforceable agreement. We need not
repeat our reasoning and note only that this claim fails on the
same grounds as Plaintiff’s other claims.
                       III. Conclusion
       As detailed above, each of Plaintiff’s individual claims
depends on one fundamental assertion—that Defendants
must issue Plaintiff a 15 percent equity interest in Moca today
on the basis of an oral contract allegedly made in November
2018. Because we find that the well-pleaded facts in the
complaint do not give rise to the plausible inference that the
November 2018 exchange resulted in an enforceable
agreement, each of these claims must fail. Accordingly, the
judgment of the district court is affirmed.