JORDAN, LYNCH & CANCIENNE PLLC

Michael Cancienne (SBN 24055256) 

Joseph W. Golinkin II (SBN 24087596) 

1980 Post Oak Blvd., Ste. 2300

Houston, Texas 77056

Telephone: 713.955.4028

Counsel for Steven Zakharyayev

And Evelina Pinkhasova

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

SCOTT M. SEIDEL, TRUSTEE; and 

GNET ATC, LLC

Plaintiffs,

v.

18920 N 11th, LLC; JAMES 

GOODMAN; JAMES FRINZI; 

STEVEN ZAKHARYAYEV; 

EVELINA PINKHASOVA; PEOPLE 

NQ INC.; JJC & PEOPLE LLC; 

GDMN FAMILY INVESTMENTS 2, 

LLC,

Defendants.

Case No. 22-31641-mvl-7

Adversary Proceeding No. 

23-3072-mvl

DEFENDANTS STEVEN ZAKHARYAYEV AND EVELINA PINKASHOVA’S 

MOTION TO DISMISS

Defendants Steven Zakharyayev and Evelina Pinkhasova (“the 

Individual Defendants”) file this Motion to Dismiss the claims against them in 

Plaintiffs Scott Seidel, the Trustee, and GNET ATC, LLC’s (together, “the Trustee”) 

Original Complaint, pursuant to Rules 9 and 12 of the Federal Rules of Civil 

Procedure.

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I. SUMMARY OF ARGUMENT

The Trustee’s allegations arise out of two transactions. 18920 NW11th, 

LLC (“18920”) purchased preferred shares of Goodman Networks from entities 

controlled by its former owner, James Goodman. Upon acquiring those shares, 

18920 invoked its mandatory right of redemption and demanded that Goodman 

Networks buy back its preferred shares. Goodman Networks obliged, and the 

parties subsequently settled Goodman Networks’ debt to 18290 for a steep discount. 

Despite this, the Trustee seeks to claw back the money it paid to 18920 because it 

claims Goodman Networks did not have to redeem 18920’s shares. But the Trustee 

does not stop there. It also seeks to hold the Individual Defendants liable for the 

damages caused by its then CEO—James Frinzi’s—alleged breaches of fiduciary 

duty, and further alleges Pinkhasova (aided and abetted by Zakharyayev) 

defrauded Goodman Networks by invoking 18920’s right to mandatory redemption 

of its shares.

The Trustee’s claims against the Individual Defendants are not viable 

and should be dismissed. To prevail on its civil conspiracy and fraud claims, the 

Trustee must establish that Pinkhasova made a material representation on which

James Frinzi reasonably relied. The Trustee’s own Complaint, however, expressly 

alleges that Frinzi’s reliance on the Individual Defendants’ representations was not 

reasonable. Additionally, “aiding and abetting” is not a cause of action recognized by 

the Fifth Circuit or courts within this district. For these reasons, the Court should 

dismiss all the Trustee’s claims against the Individual Defendants.

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II. FACTUAL BACKGROUND

On March 9, 2022, 18920 purchased 3,407,076 Series A-1 preferred 

shares in Goodman Networks from three companies1 controlled by Defendant 

James Goodman for $10,000,000.2 Goodman was, at one point, the controlling 

shareholder and CEO of Goodman Networks, but was removed after he lost control 

of the company.

The next day, 18920 wrote to Goodman Networks and asked it to

redeem its shares. (ECF 1 at ¶ 49.) Goodman Network’s then-management 

recognized 18920’s right to mandatory redemption, and negotiated a Promissory 

Note (“the Promissory Note”) in which Goodman Networks promised to pay 

$50,000,000 to 18920. (Id. at ¶ 50.) Soon after, 18920 agreed to release Goodman 

Network from its obligations under the Promissory Note in exchange for

$14,500,000 and the transfer of certain assets (including certain Trademarks and 

rights under a licensing agreement with Tiger Athletic Foundation). (Id. at ¶ 53.) 

Goodman Networks also agreed to assign half of its interest in a $44 million 

promissory note with third party AMRR3 to 18920 and transfer its interest in a $4.5 

1 GDMN Family Investments 2, LLC; JJC & People LLC; and People NQ, LLC.

2 Preferred A-1 shares in Goodman Networks were subject to a Mandatory Redemption 

Provision which obligated Goodman Networks to purchase buy back these shares at a contractually 

agreed upon price upon a demand by the owner of the shares.

3 CEO James Frinzi borrowed $44,000,000 from GNET to purchase American Metal Recovery 

Inc. Frinzi gave GNET a $44,000,000 promissory note.

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million promissory note with a different third party to 18920.4 (Id.) To date, 

Goodman Networks has only paid $13.2 million to 18920. (Id. at ¶ 57.)

Five months after the 18920 transaction, four of Goodman Networks’

creditors5 filed a Chapter 7 Involuntary Petition against Goodman Networks. On 

August 5, 2023, the Trustee filed the above captioned lawsuit. In it, he asserts 

fraudulent transfer claims (under both state and federal law) against 18920 and the 

Goodman Entities. The Trustee also claims that Goodman’s former CEO, James 

Frinzi, violated fiduciary duties to the company by honoring 18920’s request for 

mandatory redemption. Finally, the complaint alleges two claims against each of 

the Individual Defendants. In Count 7 of the complaint, the Trustee brings a claim 

for civil conspiracy against the Individual Defendant and James Goodman. In Count 

8 of the complaint, the Trustee brings a claim for fraud solely one of the Individual 

Defendants, Evelina Pinkhasova. And in Count 9, the Trustee brings a claim for 

aiding and abetting solely against one of the Individual Defendants, Steven 

Zakharyayev. This motion seeks to dismiss the claims against the Individual 

Defendants found in Counts 7–9.

4 GNET is the parent company for Multiband Field Services, Inc. (“MFS”). MFS is the holder 

of a secured promissory note, issued by Multiband Global Resources, LLC (“MGS”) in the principal 

amount of $4,500,000. (“MFS Note”).

5 SJLP Credit Opportunity Master Fund Ltd.; JLP Credit Opportunity IDF Series Interests of 

the SALI Multi-Series Fund, L.P.; JLP Institutional Credit Master Fund LP; and Alimco Re Ltd.

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III. APPLICABLE LAW

Federal Rule of Civil Procedure 12(b)(6) allows for the dismissal of a 

complaint for the “failure to state a claim upon which relief can be granted.” FED. R.

CIV. P. 12(b)(6). To survive a motion to dismiss under Rule 12(b)(6), a plaintiff’s 

complaint must plead “enough facts to state a claim to relief that is plausible on its 

face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S. Ct. 1955, 167 L.Ed.2d 

929 (2007). “A claim has facial plausibility when the plaintiff pleads factual content 

that allows the court to draw the reasonable inference that the defendant is liable 

for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 

173 L.Ed.2d 868 (2009). In deciding a Rule 12(b)(6) motion, the Court should “accept 

all well-pleaded facts as true, drawing all reasonable inferences in the nonmoving 

party’s favor.” Benfield v. Magee, 945 F.3d 333, 336 (5th Cir. 2019). The Court 

“do[es] not, however, accept as true legal conclusions, conclusory statements, or 

naked assertions devoid of further factual enhancement.” Id. at 336–37 (cleaned 

up).

Additionally, when—as here—a plaintiff’s claims are grounded in 

fraud, plaintiff must satisfy the heightened pleading requirements of Rule 9(b). 

Rule 9(b)’s particularity requirement generally demands the complaint identify the 

“who, what, when, where, and how” of the allegedly fraudulent content. See United 

States ex rel. Williams v. Bell Helicopter Textron, Inc., 417 F.3d 450, 453 (5th Cir. 

2005). Rule 9(b) sets a “high bar.” Colonial Oaks Assisted Living Lafayette, L.L.C. v. 

Hannie Dev., Inc., 972 F.3d 684, 694 (5th Cir. 2020). “Naked assertions devoid of 

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further factual enhancement will not suffice.” Sharifan v. NeoGenis Labs, Inc., No. 

4:21-CV-01940, 2022 WL 3567010, at *5 (S.D. Tex. Aug. 18, 2022) (citing In re 

Lindsey, 733 F. App’x at 192.).

IV. DISCUSSION

The Trustee’s claims against the Individual Defendants fail because 

the Complaint’s own allegations directly refute essential elements of its civil 

conspiracy (against both Individual Defendants) and the fraud (just against 

Pinkhasova) claims. Along the same lines, the Fifth Circuit and courts in this 

district have repeatedly held that “aiding and abetting” is not a viable cause of 

action. For these reasons, the Court should dismiss the Trustee’s claims against the 

Individual Defendants.

A. The Trustee’s Civil Conspiracy Claim Against The Individual 

Defendants Contradicts The Complaint’s Factual Allegations.

“Civil conspiracy is a derivative tort; therefore, liability for a civil 

conspiracy depends on participation in an underlying tort.” Homoki v. Conversion 

Servs., Inc., 717 F.3d 388, 402 (5th Cir. 2013). Here, the Trustee alleges that the 

Individual Defendants conspired with Goodman to “cause Frinzi to breach his 

fiduciary duties based on false, misleading, concealed, and fraudulent claims and 

demands.”6 (ECF 1 at ¶ 127.) The Trustee does not specify what tort the Individual 

Defendants supposedly conspired to commit. That said, the Complaint seems to 

6 The Trustee alleges that Pinkhasova “fraudulently asserted such a mandatory redemption 

obligation in writing an on account of shares that 18920 did not even own” and that Zakharyayev 

“entered into subsequent negotiations and documents with Frinzi to cause Frinzi to transfer the 

Cash Transfers and the Transferred Assets.” (ECF 1 at ¶ 128.) The Individual Defendants cannot 

locate any authority that supports this imputation, and it is dubious that such knowledge can 

support a viable fraud claim.

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allege that the Individual Defendants (and Goodman) conspired to fraudulently 

induce Frinzi into breaching his fiduciary duties by “fraudulently assert[ing] such a 

mandatory redemption obligation in writing an on account of shares that 18920 did 

not even own” (Pinkhasova) and entering into “subsequent negotiations and 

documents with Frinzi to cause Frinzi to transfer the Cash Transfers and the 

Transferred Assets” (Zakharyayev). (ECF 1 at ¶ 128.) Thus, the Trustee’s

conspiracy claim fails unless it pleads all the elements of a conspiracy claim and all 

the elements of the underlying fraudulent inducement claim. In re Enron Corp. Sec., 

Derivative & ERISA Litig., 761 F. Supp. 2d 504, 579 (S.D. Tex. 2011).

To state a claim for fraudulent inducement, the Trustee must (among 

other things) allege that Frinzi reasonably relied on a material representation made 

by the Individual Defendants. The Fifth Circuit has held that a representation is 

material only if “if a reasonable person would attach importance to and be induced 

to act on the information.” Shandong Yinguang Chem. Indus. Joint Stock Co. v. 

Potter, 607 F.3d 1029, 1033 (5th Cir. 2010) (emphasis added); see also Transcor 

Astra Grp. S.A. v. Petrobras Am. Inc., 650 S.W.3d 462, 473 (Tex. 2022) (plaintiff

“must prove that it reasonably relied on the other party's misrepresentations to its 

detriment.”).

The Trustee’s own Complaint establishes that its conspiracy claim is

“implausible own its face” because it expressly alleges that Frinzi’s conduct was not 

reasonable. Mora v. Univ. of Tex. Sw. Med. Ctr., 469 F. App’x’ 295, 299 (5th Cir. 

2012) (plaintiff's allegation that she was retaliated against after complaining about 

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defendant's unwillingness to accommodate her disability was “contradicted by the 

other facts alleged in the complaint, making the claim implausible on its face”). In 

its Complaint, the Trustee explicitly asserts that “no reasonably prudent officer 

would transfer tens of millions of desperately needed assets without significant due 

diligence.” (ECF 1 at ¶ 116.) In the same breath, the Complaint alleges that Frinzi

transferred those tens of millions of dollars without (1) undertaking “any 

investigation or [performing any] analysis as to whether there was an obligation for 

the Debtor to redeem the Transaction Shares”; (2) “seek[ing] legal counsel regarding 

the redemption demand by 18920; or (3) review[ing] the operative corporate 

documents that would have addressed any potential redemption obligation of 

[Goodman Networks].” (ECF 1 at ¶¶ 65-66.)7

In sum, the Trustee’s own allegations preclude the Trustee from 

proving that the Individual Defendants made a material representation, or that 

Frinzi reasonably relied on that representation. Therefore, this Court should 

dismiss the Trustee’s conspiracy claim against the Individual Defendants. Liggins 

v. City of Duncanville, Texas, No. 3:20-CV-654-S, 2022 WL 198406, at *4 (N.D. Tex. 

Jan. 21, 2022) (dismissing claim because it was contradicted by other facts in 

plaintiff’s complaint); Slott v. Specialized Loan Servicing, LLC, No. CV H-21-4170, 

7 In fact, the Trustee periodically alleges that Frinzi did not rely on the Individual Defendants’

Representations at all. For instance, the Trustee alleges that Frinzi actually “identified Zakharyayev 

to be the third party to purchase a negotiated amount of the Series A-1 Preferred Stock.” (ECF 1 at 

40.) The Trustee also suggests that the content of the Individual Defendants’ so-called

representations was beside the point, arguing that Frinzi “simply took Goodman at his word, 

motivated by his desire to get his boss and majority shareholder money, even if it came at the 

expense of [Goodman Networks].” (Id.) 

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2022 WL 2392314, at *5 (S.D. Tex. July 1, 2022) (same); Cicalese v. Univ. of Tex. 

Med. Branch, 456 F. Supp. 3d 859, 866 (S.D. Tex. 2020) (same).

B. The Trustee Has Not Stated A Fraud Claim Against 

Pinkashova.

The Trustee next alleges Pinkhasova committed fraud by sending a 

one paragraph letter to Goodman Networks in which she states, “as you know, the 

Preferred Shares are subject to mandatory redemptions as their liquidation value 

on a quarterly basis.”8 (ECF 1 at ¶ 49.)

The Trustee’s fraud claim fails for the same reasons that defeat his 

conspiracy claim. To state a claim for fraud, the Trustee must plead that 

Pinkashova made a material misrepresentation and that Frinzi justifiably or 

reasonably relied on the representation. CBE Grp., Inc. v. Lexington L. Firm, 993 

F.3d 346, 350 (5th Cir. 2021). As discussed above, and as incorporated by reference 

here, the Trustee’s allegations contradict each of these essential elements. As a 

result, the Court should dismiss the Trustee’s fraud claim against Pinkhasova. 

Liggins, 2022 WL 198406, at *4; Slott, 2022 WL 2392314, at *5; Mora, 469 F. App’x’

at 299; Cicalese, 456 F. Supp. 3d at 866.

C. “Aiding And Abetting” Is Not A Cause Of Action.

Finally, the Trustee attempts to hold Zakharyayev liable for “aiding 

and abetting” by assisting his wife to draft and send the Redemption Letter on 

8 Although the Trustee purports to sue Pinkhasova for fraud, Plaintiff does not allege that she 

had personal knowledge that any of the representations contained in the redemption letter were 

false. (ECF 1 at ¶ 144.) Instead, it maintains that “the knowledge of her husband and 18920 is being 

imputed to her to the extent she lacked personal knowledge, or her own knowledge that had not paid 

for, and therefore did not own, the Transaction Shares.” (Id. at ¶ 134.)

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behalf of 18920. But both the Fifth Circuit and courts in this district have held that 

no such cause of action exists. In re DePuy Orthopaedics, Inc., Pinnacle Hip Implant 

Prod. Liab. Litig., 888 F.3d 753, 782 (5th Cir. 2018) (granting judgment as a matter 

of law to defendant on plaintiff’s aiding and abetting claim “because no such claim 

exists in Texas.”); Cruden Bay Holdings, LLC v. Jezierski, No. 3:21-CV-01170-E, 

2022 WL 447080, at *5 (N.D. Tex. Feb. 14, 2022) (dismissing aiding and abetting 

claim because no such claim exists). Moreover, it cannot stand when the complaint 

fails to allege facts to support the underlying claim of fraud that Zakharyayev 

allegedly “aided and abetted.” This claim is meritless and should be dismissed.

V. CONCLUSION

In sum, the Trustee has not asserted any viable claim against either of 

the Individual Defendants. For that reason, the Court should dismiss Counts 7-9 of 

the Trustee’s Original Complaint in their entirety.

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Respectfully submitted,

JORDAN, LYNCH & CANCIENNE PLLC

By: s/ Jeb Golinkin

Michael Cancienne

State Bar No. 24046330

Joseph (“Jeb”) W. Golinkin II

State Bar No. 24087596

1980 Post Oak Blvd., Ste. 2300

Houston, Texas 77056

713-955-4020 (Telephone)

713-955-9644 (Fax)

mcancienne@jlcfirm.com

jgolinkin@jlcfirm.com

ATTORNEYS FOR STEVEN 

ZAKHARYAYEV AND EVELINA 

PINKASHOVA

CERTIFICATE OF SERVICE

I hereby certify that on this 21st day of September, 2023, I 

electronically filed the foregoing with the Clerk of Court using the CM/ECF system, 

which will send notification of this filing to all counsel of record in this case.

/s/ Jeb Golinkin

Joseph W. Golinkin II

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