JFJ Holdings Inc. et al v. O.G. Holdings Div LLC et al

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
JFJ HOLDINGS INC. AND
QB VENTURES OF TEXAS LLC,
Plaintiffs,
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v. 	CIVIL ACTION NO. 4:26-cv-3333
O.G. HOLDINGS DIV LLC AND
ADAM AUSLOOS,
Defendants.
O.G. HOLDINGS DIV LLC,
Counterclaim Plaintiff and
Third-Party Plaintiff,
v.
JFJ HOLDINGS INC., QB
VENTURES OF TEXAS LLC,
Counterclaim Defendants,
JAKE FRUGE, JR., BRANDI
ZACHARIE, NIKHIL
AGHARKAR, KRISTINA
AGUILERA, AND CROWNE
POINT TAX & WEALTH
COUNSEL LAW OFFICES OF
NIKHIL S. AGHARKAR LLC
d/b/a LEGACY LEGAL, AND
CHAMPION MANAGEMENT
SERVICES, LLC,
Third-Party Defendants.
United States District Court
Southern District of Texas
ENTERED
June 10, 2026
Nathan Ochsner, Clerk
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MEMORANDUM AND RECOMMENDATION
Pending before the Court is Defendant/Counterclaimant Plaintiff/Third-
Party-Plaintiff, O.G. Holdings DIV LLC’s (“O.G. Holdings”) First Amended
Application For Preliminary Injunction, and Permanent Injunction (“Motion”)
(ECF No. 16) against Counterclaim Defendants/Third-Party Defendants JFJ
Holdings Inc. (“JFJ Holdings”), QB Ventures of Texas LLC (“QB Ventures”),
Jake 	Fruge, 	Jr. 	(“Fruge”), 	and 	Brandi 	Zacharie 	(“Zacharie”) 	(collectively,
“Plaintiffs”). The Court held a hearing on this matter on May 20, 2026, and on
June 1, 2026. (See ECF Nos. 22, 29). Based on the arguments presented during
the 	hearings, 	the 	parties’ 	briefing, 	and 	the 	applicable 	law, 	the 	Court
RECOMMENDS O.G. Holdings’s Motion (ECF No. 16) be DENIED.
I. 	BACKGROUND
This dispute arises out of activities between business partners, wherein
JFJ Holdings, QB Ventures, and O.G. Holdings formed a company called
Legacy Wealth Structures, LLC (the “Company”). (ECF No. 16 at 9–10). The
Company was formed to “scale and automate” O.G. Holdings’s “complex trust
structures, intellectual property, and business model.” (Id. at 9). The parties
executed a letter of intent on July 1, 2025, and an operating agreement on
November 13, 2025 (the “Operating Agreement”). (Id. at 10–11).
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In the initial months of operations, the Company signed up twelve
clients. 	(Id. at 16). 	However, the relationship between the business partners
began to break down. (See id. at 15–16). On April 8, 2026, JFJ Holdings and
QB Ventures voted to remove O.G. Holdings from the Company. (See ECF No.
16-13 at 1). 	O.G. Holdings was also sent a Notice of Removal for Just Cause
the next day. (Id. at 1–4). The Notice listed the following causes for removal:
(1) Fraudulent Licensure and Misrepresentation; (2) Fraudulent Invoicing and
Unauthorized 	Role 	Occupation; 	(3) 	Banking 	and 	Securities 	Fraud; 	(4)
Document Fraud and Unauthorized Legal Practice; (5) Unauthorized Sale of
Products / Breach of Operating Agreement; (6) Unauthorized Exercise of
Company Authority; and (7) Material Harm to Company Operations and
Reputation. (Id. at 6–7).
On April 22, 2026, Plaintiffs sued O.G. Holdings and Adam Ausloos
(“Ausloos”) (collectively, “Defendants”) for fraudulent inducement and breach
of contract in the 334th Judicial District Court of Harris County, Texas. (ECF
No. 1-1). 	Two days later, Defendants removed the case to this Court. 	(ECF
No. 1). 	Defendants have also filed counterclaims and a third-party complaint
against Plaintiffs. (See ECF No. 25).
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II. 	LEGAL STANDARD
The purpose of a preliminary injunction is to preserve the relative
positions of the parties until a trial on the merits can be held. Univ. of Tex. v.
Camenisch, 	451 	U.S. 	390, 	395 	(1981). 	A 	preliminary 	injunction 	is 	an
“extraordinary and drastic remedy,” which is never awarded as a right. Munaf
v. Geren, 553 U.S. 674, 689–90 (2008).
To obtain a preliminary injunction, Plaintiff must show (1) a substantial
likelihood of success on the merits, (2) a substantial threat of irreparable injury
absent an injunction, (3) that the threatened injury would exceed any harm
that would flow from the injunction, and (4) that the injunction would not
undermine the public interest. 	Miss. Power & Light Co. v. United Gas Pipe
Line Co., 760 F.2d 618, 621 (5th Cir. 1985) (citing Canal Auth. of State of Fla.
v. Callaway, 489 F.2d 567, 572 (5th Cir. 1974)). 	While the plaintiff need not
prove its case in full at the preliminary injunction stage, the plaintiff bears the
burden of persuasion with each of the four elements. 	Optimus Steel, LLC v.
U.S. Army Corps of Eng’rs, 492 F. Supp. 3d 701, 713–14 (E.D. Tex. 2020).
Normally, if a party cannot prove all four elements, a court must deny the
injunctive relief since “[t]he decision to grant a preliminary injunction is to be
treated as the exception rather than the rule.” 	Miss. Power & Light Co., 760
F.2d at 621.
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The decision to grant or deny a request for a preliminary injunction is
within the sound discretion of the Court. 	See Allied Mktg. Grp., Inc. v. CDL
Mktg., Inc., 878 F.2d 806, 809 (5th Cir. 1989). 	If a plaintiff fails to meet their
burden regarding any of the necessary elements, the Court need not address
the other elements necessary for granting a preliminary injunction. See Roho,
Inc. v. Marquis, 902 F.2d 356, 261 (5th Cir. 1990) (declining to address the
remaining elements necessary to obtain a preliminary injunction after finding
that the plaintiff failed to show a substantial likelihood of success on the
merits). 	In considering a motion for preliminary injunction, “the procedures
for the district court are less formal, and the district court may rely on
otherwise inadmissible evidence, including hearsay evidence.” 	Sierra Club,
Lone Star Chapter, et al. v. Fed. Deposit Ins. Corp., 992 F.2d 545, 551 (5th Cir.
1993) (citing Fed. Sav. and Loan Ins. Corp. v. Dixon, 835 F.2d 554, 558–59 (5th
Cir. 1987)); Roake v. Brumley, 756 F. Supp. 3d 219, 232 (M.D. La. 2024). Thus,
the court may accept evidence in the form of deposition transcripts and
affidavits. 	Sierra Club, Lone Star Chapter, 992 F.2d at 551. 	While the court
may employ informal procedures and rely on generally inadmissible evidence,
the record must still support the court’s decision. Id.
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III. 	DISCUSSION
O.G. 	Holdings 	seeks 	a 	temporary 	restraining 	order, 	preliminary
injunction, and permanent injunction that enjoins Plaintiffs as follows: (1)
Plaintiffs shall not dispose of any funds they have received from the Company
or transfer any other funds out of the Company’s bank accounts, if any remain;
(2) Plaintiffs shall freeze and hold any revenue received after April 8, 2026
from the Company’s customers whose accounts were transferred to the control
of Plaintiffs after April 8, 2026; (3) Plaintiffs shall discontinue use of O.G.
Holdings’ methods, intellectual property, and Confidential Information as
defined in Section 13.6 of the Operating Agreement; (4) JFJ Holdings and
Fruge shall not, directly or indirectly, through any affiliate, operate, consult
for, own, manage, market, promote, or sell any products or services provided
by the Company prior to its dissolution and shall not engage in any of the
activities identified in Section 13.4 (A) of the Operating Agreement; and (5)
restoring O.G. Holdings access to electronic databases and software platforms
previously operated by the Company that contain client documents and client
information. (ECF No. 16 at 32–33).
a. Substantial Likelihood of Success on the Merits
Under this element, “the plaintiff’s evidence need not prove that plaintiff
is entitled to a summary judgment; plaintiff needs only to present a prima facie
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case, but not demonstrate that he is certain to win.” Allied Home Mortg. Corp.
v. Donovan, 830 F. Supp. 2d 223, 227 (S.D. Tex. 2011) (citing Janvey v. Alguire,
647 F.3d 585, 595–96, 599 (5th Cir. 2011)). “‘[I]t will ordinarily be enough that
the plaintiff has raised questions going to the merits so serious, substantial,
difficult and doubtful, as to make them a fair ground for litigation and thus for
more deliberate investigation.’” Id. (quoting Sebastian v. Texas Dep’t of Corrs.,
541 F. Supp. 970, 975 (S.D. Tex. 1982)).
O.G. 	Holdings’s 	Second 	Amended 	Counterclaims 	and 	Third-Party
Complaint asserts the following causes of action: (1) breaches of fiduciary duty;
(2) theft of property; (3) money had and received, and unjust enrichment; (4)
breach 	of 	operating 	agreement; 	(5) 	accounting; 	(6) 	conspiracy 	to 	breach
fiduciary duty; (7) knowing participation in breach of fiduciary duty and aiding
and abetting breach of fiduciary duty; (8) breach of contractual good faith and
fair dealing; (9) conversion; and (10) breach of service provider agreement. (See
ECF No. 25). However, O.G. Holdings does not address each of these causes of
action individually in its Motion. 	(See ECF No. 16 at 28–30). 	Instead, O.G.
Holdings generally asserts that Plaintiffs have violated, and continue to
violate, the Operating Agreement. 	(See id. at 29 (“They have violated and/or
are continuing to violate Article 6 and sections 3.3, 4.3, 5.1, 5.2, 7.3, 9.2, 10.3,
13.1, 13.4, 13.5, 13.6, 13.7 and 13.8 of the Operating Agreement.”)).
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Specifically, 	O.G. 	Holdings 	argues 	that 	“JFJ 	Holdings, 	Fruge, 	QB
Ventures, 	and 	Zacharie 	have 	dissolved 	the 	Company;” 	“distributed 	the
Company’s 	remaining 	funds 	to 	themselves;” 	“closed 	the 	Company’s 	bank
account and shut down its website;” “attempted to remove O.G. Holdings as a
manager and member;” ‘‘transferred’ the Company’s clients to new entities;”
and “continue to use the proprietary and Confidential Information of O.G.
Holdings in violation of their continuing obligations under the [Operating
Agreement].” (ECF No. 16 at 28).
In 	response, 	Plaintiffs 	do 	not 	address 	the 	preliminary 	injunction
elements. (See ECF No. 26). However, Plaintiffs request that the Court deny
O.G. Holding’s Motion because the evidence “clearly shows[s] that there is a
serious dispute between these Parties.” (Id. at 32). Plaintiffs contend Ausloos’s
trust structures contain illegal provisions. 	(Id.). 	Plaintiffs add that “[a]ll of
the funds in JFJ’s accounts were appropriately distributed, and the evidence
of fraudulent inducement in this case is clear enough to make it highly unlikely
that the Operating Agreement can be enforced against the Plaintiffs in this
case, or against Nik Agharkar, who was only going his duty as Trust Protector.”
(Id. at 32–33).
At this time, based on the testimony and evidence presented at the
preliminary injunction hearings, O.G. Holdings has not met the burden of
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demonstrating a substantial likelihood of success on the merits for any of its
claims. 	See Creel v. City of Baton Rouge/Par. of E. Baton Rouge, No. 20-cv-
880, 2021 WL 856710, at *3 (M.D. La. Mar. 8, 2021) (“Courts have consistently
held that preliminary injunctions are not appropriate in cases permeated with
factual disputes.”).
As mentioned, a preliminary injunction is a “drastic remedy” and the
party requesting such an action “must overcome a high burden to warrant
these measures.” Believe TGH, LLC v. Pointe Coupee Par., La., No. 23-cv-408,
2023 WL 8791676, at *4 (M.D. La. Dec. 19, 2023). 	Because “courts are more
cautious 	about 	invoking 	the 	extraordinary 	remedy 	of 	the 	preliminary
injunction where critical facts are in dispute,” the Court finds the testimony
and evidence presented by O.G. Holdings has neither established a prima facie
case for any of its claims nor demonstrated a substantial likelihood of success
on the merits. 	Marshall Durbin Farms, Inc. v. Nat'l Farmers Org., Inc., 446
F.2d 353, 358 (5th Cir. 1971) (collecting cases).
b. Substantial Threat of Irreparable Injury
Under this factor, a substantial threat of irreparable injury must exist.
Optimus Steel, LLC, 492 F. Supp. 3d at 724 (citing Winter v. Nat. Res. Def.
Council, Inc., 555 U.S. 7, 20 (2008)). “To satisfy this requirement, there must
be ‘a significant threat of injury from the impending action,’ the injury must be
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‘imminent,’ and ‘money damages [can]not fully repair the harm.’” Id. (quoting
Humana Inc. v. Jacobson, 804 F.2d 1390, 1394 (5th Cir. 1986)). Plaintiff must
establish that such irreparable harm is not merely possible, but likely. 	Id.
(citing Winter, 555 U.S. at 21–22). 	Speculative injury is insufficient, as there
must be more than an unfounded fear on the part of the movant. 	Id. (citing
Holland Am. Ins. Co. v. Succession of Roy, 777 F.2d 992, 997 (5th Cir. 1985)).
“Injunctions are forward looking remedies that may be issued ‘only if future
injury is certainly impending.’” Id. (quoting Aransas Project v. Shaw, 775 F.3d
641, 664 (5th Cir. 2014) (emphasis in original)). 	“This is a heavy burden to
overcome . . . .” 	CyberX Grp., LLC v. Pearson, No. 3:20-cv-2501, 2021 WL
1966813, at *10 (N.D. Tex. May 17, 2021).
Here, O.G. Holdings does not cite to evidence in support of its argument
that there is a substantial threat of irreparable harm. Instead, O.G. Holdings
states it will not have an adequate remedy at law if the Court does not enjoin
Plaintiffs from “disclosing and using O.G. Holdings’ Confidential Information
and continuing to violate the . . . Operating Agreement.” However, during the
preliminary junction hearing, Plaintiffs represented that they are not using
O.G. Holdings’ materials, will not use them, and offered to remove any such
materials. Plaintiffs further testified that they are not violating the Operating
Agreement.
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Without more, the Court finds that O.G. Holdings has not met its burden
of establishing that it will suffer irreparable harm if the preliminary injunction
is not issued.
c. 	Balance of Harms and Public Interest
The last two factors, balance of harms and public interest, requires the
court to “‘consider the effect on each party of the granting or withholding of the
requested relief.’” Optimus Steel, LLC, 492 F. Supp. 3d at 726 (quoting Winter,
555 U.S. at 24).
O.G. Holdings claims it has “no way 	of calculating the 	amount of
business it has lost or the amount of monetary damages suffered.” 	(ECF No.
16 at 31). 	However, as discussed, O.G. Holdings has not established a
substantial threat of irreparable harm. 	Further, the Court believes that any
potential 	harm 	is 	largely 	economic 	in 	nature 	and 	compensable 	through
damages. As such, the balance of equities does not favor O.G. Holdings.
Further, 	while 	O.G. 	Holdings 	contends 	enforcing 	the 	Operating
Agreement is in the public interest and furthers public policy, O.G. Holdings
has not shown that the Court is likely to find the Operating Agreement was
breached in the first place. Accordingly, the Court finds that the public interest
would not be served by the issuance of a preliminary injunction at this
juncture.
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IV. 	CONCLUSION
For the reasons stated herein, the Court finds that O.G. Holdings has
not carried its burden, at this stage of the proceeding, of demonstrating
entitlement to the extraordinary remedy of a preliminary injunction. As such,
the 	Court 	RECOMMENDS 	O.G. 	Holdings’s 	Motion 	(ECF 	No. 	16) 	be
DENIED.1
The Clerk shall send copies of this Memorandum, Recommendation, and
Order to the respective parties who have fourteen days from the receipt thereof
to file written objections thereto pursuant to Federal Rule of Civil Procedure
72(b) and General Order 2002-13. Failure to file written objections within the
time period mentioned shall bar an aggrieved party from attacking the factual
findings and legal conclusions on appeal.
SIGNED in Houston, Texas on June 9, 2026.
______________________________
Richard W. Bennett
United States Magistrate Judge
1 The funds identified in O.G. Holdings’s Exhibit 9 (also referred to as Tab 17) will be
preserved 	until 	the 	District 	Judge 	issues 	a 	ruling 	on 	this 	Memorandum 	and
Recommendation. 	(See also ECF No. 22). 	If this Memorandum and Recommendation is
adopted by the District Judge, the parties’ current agreement to preserve such funds is
dissolved.
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