The agents allegedly raised $850k — then denied they'd even bought the property
Two licensed real estate agents in Texas are accused of secretly owning property they pitched investors to buy through an unregistered syndication deal.
A federal complaint filed on March 2 in the Western District of Texas alleges that Christopher Aldridge and Harry Gibbs — both CCIM designees and licensed agents — organized an investment syndication to acquire a 5.057-acre tract in Jarrell, Williamson County. Along with their entity Vista Ridge Store LLC, they allegedly raised $850,000 from investors who were promised shares in the company.
But according to the complaint brought by investors David Roepke and Uche Ogwudu, the deal, as described in the filing, was far from straightforward.
The complaint alleges that Aldridge and Gibbs already held an interest in the very property they were asking investors to fund — and failed to disclose it. They allegedly stood to profit from the sale of the land once it was purchased with investor money, what the complaint describes as an undisclosed conflict of interest.
Neither defendant was registered with the SEC or FINRA as a broker or dealer, the complaint states. It further alleges that investors were not given a Private Placement Memorandum or any of the risk disclosures typically required when securities are being sold through a private offering, making the entire offering unregistered and unlawful at the time shares were sold.
What allegedly followed made things worse. According to the complaint, after the property closed on November 26, 2024, the defendants did not tell investors the purchase had gone through. Instead, they allegedly denied the acquisition had happened at all and tried to conceal it. The complaint further alleges they attempted to return investor funds without interest in order to take full control of the property for themselves.
The defendants ultimately sold the property over the plaintiffs' objections, the complaint states, but have made no distributions, shared no sale details, and have given no indication they plan to pay investors — despite a demand for an accounting.
The complaint asserts claims under federal securities law, the Texas Securities Act, the Texas Deceptive Trade Practices Act, and Texas Occupation Code 1101.805, which governs the conduct of licensed real estate professionals. It also alleges breach of fiduciary duty, noting that as licensed agents and CCIM designees, Aldridge and Gibbs owed an even higher standard to investors.
For real estate professionals, the case is a pointed reminder that structuring a deal as an investment syndication — pooling capital, offering shares, promising returns — can quickly move a transaction out of real estate territory and into securities regulation. When that line is crossed without proper registration and disclosure, the legal exposure can be significant.
The plaintiffs are seeking rescission, actual damages, statutory damages, treble damages, exemplary damages, disgorgement, prejudgment and post-judgment interest, attorney fees, and costs. They have also demanded a jury trial.
The case is Roepke et al v. Vista Ridge Store LLC et al, No. 1:26-CV-493. No ruling has been issued, and no response from the defendants is on record as of this writing.
