DECISION AND ORDER Plaintiff Olshan Frome Wolosky LLP (“Olshan”) filed this lawsuit to recover unpaid legal fees. Defendants now move for dismissal pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim, and, with respect to Hover Energy, LLC (“Hover”), 12(b)(2) for lack of personal jurisdiction. Defendant McLelland additionally seeks payment of ten thousand dollars in attorneys’ fees if his motion is granted. For the reasons that follow, the Defendants’ motions are DENIED. Factual Background1 Olshan is a law firm based in New York City. (Second Amended Complaint (“Compl.”), Dkt. 49, 5.) Pantheon is a Delaware limited liability company, the four individual members of which are Defendants Albert McLelland (“McClelland”), Gentry Beach (“Beach”), and Elizabeth and Eric Schick (the “Schicks”), all of whom reside in Texas. (Compl. 8.) Hover is a Delaware limited liability company located in Texas. (Compl. 13.) Pantheon owns a controlling interest in Hover, and the two companies share overlapping directors and executives. (Compl. 16.) For example, McLelland was the former Chief Executive Officer (“CEO”) of both Pantheon and Hover. (Compl. 15.) In March 2015, Defendants McLelland, Beach, and the Schicks (collectively, the “Individual Defendants”), retained Olshan to provide corporate legal services, including the formation of Pantheon.2 (Compl. 20.) During the parties’ engagement, Olshan performed work not only for Pantheon but also for Hover at McLelland’s direction. (Compl. 29.) The Individual Defendants signed Olshan’s standard engagement letter (the “Engagement Letter”), which provided that Olshan was to be compensated at the designated attorney rates and for out-of-pocket expenses. (Compl. 21.) The Engagement Letter indicated that the persons responsible for paying Olshan’s fees depended on the “reasonable capitalization” of Pantheon. Specifically, each of the Individual Defendants agreed, in relevant part, that, “Until the reasonable capitalization of Pantheon[,] I shall be responsible for the payment of fees and disbursements incurred in accordance with the terms of this letter of engagement and its accompanying memorandum. Unless otherwise agreed in writing, each of us is separately, jointly and severally responsible for the full payment of Olshan’s invoices.” (Compl. 24.) Pantheon (and Hover) were not reasonably capitalized. (Compl. 32.) The Engagement Letter imposed a late charge of one percent per month for failure to pay any statement within thirty days, and provided that the prevailing party in any litigation would receive reasonable attorneys’ fees and costs. (Compl.
25-26.) Olshan regularly billed Defendants for its services. At no time did any of the Defendants dispute or even question the fees and expenses charged, or the quality of Olshan’s services. (Compl. 31.) An amount of $204,239.00 remains due and owing to Olshan for its services to Defendants, including legal work performed for the benefit of Hover. (Compl. 33.) On or about October 28, 2019, Defendant Erik Schick confirmed, without objection, that Pantheon and its members had received Olshan’s statement of account. (Compl. 34.) Procedural History Olshan filed its initial complaint on March 9, 2020 (Dkt. 1), and the currently operative Complaint on June 26, 2020 (Dkt. 49). Olshan asserts four causes of action: breach of contract and account stated against all Defendants except Hover, and unjust enrichment and quantum meruit against all Defendants. (Compl.
