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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

GOODMAN NETWORKS, INC.

Debtor.

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CASE NO. 22-31641-MVL7

(CHAPTER 7)

SCOTT M. SEIDEL, TRUSTEE, et 

al., 

Plaintiffs, 

v. 

18920 NW 11th, LLC, et al., 

Defendants. 

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ADVERSARY NO. 23-03072-MVL

CIV. ACTION NO. 3:24-CV-02268-S 

REPORT AND RECOMMENDATION TO DISTRICT COURT 

REGARDING DEFENDANTS’ MOTION FOR WITHDRAWAL OF THE REFERENCE

United States Bankruptcy Judge

______________________________________________________________________

Signed September 18, 2024

The following constitutes the ruling of the court and has the force and effect therein described.

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I. INTRODUCTION. 

Defendants 18920 NW 11th, LLC. (“18920”), Steven Zakharayayev (“Zakharyayev”), 

and Evelina Pinkhasova (“Pinkhasova”, and together with 18920 and Zakharyayev, the “18920

Defendants”) filed an Unopposed Motion to Withdraw the Reference, Demand for Trial by Jury, 

and Notice of Non-Consent to Entry of Final Orders of the above-entitled adversary proceeding 

on August 22, 2024, at ECF No. 611 (the “Motion to Withdraw”). Defendants James Goodman 

(“J.E. Goodman”), People NQ, Inc. (“People NQ”), JJC & People, LLC (“JJC”) and GDMN 

Family Investments 2, LLC (“GDMN”, and together with J.E. Goodman, People NQ, and JJC, the 

“Goodman Defendants”) filed their Limited Joinder to 18920 NW 11th, LLC, Steven 

Zakharyayev, and Evelina Pinkhasova’s Unopposed Motion to Withdraw the Bankruptcy 

Reference, Demand for Trial by Jury, and Notice of Non-Consent to Entry of Final Orders on 

August 23, 2024, at ECF No. 64 (the “Joinder”). Given the Goodman Defendants sought different 

relief in the Joinder than the 18920 Defendants, Scott M. Seidel (the “Trustee”), trustee of 

Goodman Networks, Inc. (the “Debtor” or “Goodman Networks”) filed his Objection to 

Goodman Defendants’ Joinder In Motion to Withdraw the Reference (the “Trustee’s Objection”) 

on August 23, 2024, at ECF No. 65. The Bankruptcy Court conducted a status conference 

concerning the Motion to Withdraw on September 11, 2024, pursuant to 11 U.S.C. § 105(d); 

L.B.R. 5011-1.2

 After conferring with counsel for the parties to this proceeding at the status 

1 All ECF No. references are herein made with respect to the docket in Adversary Proceeding No. 23-03072-MVL. 2 For the purposes of this report and recommendation, all capitalized references to the Bankruptcy Court (the “Court” 

or the “Bankruptcy Court”) are made in reference to the United States Bankruptcy Court for the Northern District 

of Texas, Dallas Division. Likewise, all capitalized references to the District Court (the “District Court”) are made 

in reference to the United States District Court for the Northern District of Texas, Dallas Division. All capitalized 

references to the Main Bankruptcy Case (the “Bankruptcy Case”) are made in reference to Case No. 22-31641-

MVL7 (Bankr. N.D. Tex. 2022). All capitalized references to the Adversary Proceeding (the “Adversary 

Proceeding”) are made in reference to Adv. Pro. No. 23-03072-MVL (Bankr. N.D. Tex.).

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conference, the Bankruptcy Court submits the following Report and Recommendation to the 

United States District Court:

II. BRIEF RECOMMENDATION. 

Pursuant to 28 U.S.C. § 157(d), the District Court may, on timely motion of any party, 

withdraw, in whole or in part, any case or proceeding referred under § 157 “for cause shown.” The 

Bankruptcy Court hereby recommends that the District Court withdraw, in whole, the reference of 

Adv. Pro. No. 23-03072-MVL, but only at such time as the Bankruptcy Court certifies to the 

District Court that the lawsuit is trial-ready. The Bankruptcy Court further recommends that the 

District Court refer all pre-trial matters to the Bankruptcy Court.

III. FACTUAL BACKGROUND AND PROCEDURAL HISTORY. 

On August 5, 2023, the Trustee and GNET ATC, LLC (“GNET” and, together with the 

Trustee, the “Plaintiffs”) filed their original complaint against the Defendants commencing the 

Adversary Proceeding (the “Original Complaint”. See ECF No. 1. In the Original Complaint, 

the Plaintiffs asserted nine causes of action stemming from an allegedly fraudulent transaction 

between James Frinzi (“Frinzi”), the Goodman Defendants, and the 18920 Defendants (together, 

the “Defendants”). The Plaintiffs allege that the Defendants participated in a “convoluted 

transaction that stripped the Plaintiffs of at least $13.5 million and other valuable assets in March 

2022.” ECF No. 1. at ¶ 1. Specifically, the Plaintiffs allege that Goodman, Frinzi and Zakharyayev 

concocted a plan to transfer worthless preferred shares of the Debtor to 18920, have 18920 demand 

redemption of the preferred shares by the Debtor, and then settle that demand for the transfer of 

cash and valuable assets. Id. at ¶ 2. Further, the Plaintiffs allege that at the end of the transaction, 

“the Plaintiffs received no value, [the Goodman Defendants] had received $10 million for 

worthless preferred shares, and 18920 (controlled by Zakharyayev and Pinkhasova) held onto cash 

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of approximately $3.5 Million and the other valuable assets in consideration for its role” in the 

scheme. Id. at ¶ 3.

On September 21, 2023, 18920 filed its answer to the Original Complaint and jury demand 

at ECF No. 6. On October 12, 2023, Frinzi filed his answer and Rule 7012 Statement stating that 

he does not consent to entry of final orders or judgment by the Bankruptcy Court. ECF No. 9. On 

October 16, 2023, the Goodman Defendants filed their answer to the Original Complaint and their 

jury demand at ECF No. 10. 

On September 22, 2023, Zakharyayev and Pinkhasova filed their Motion to Dismiss (the 

“Initial Motion to Dismiss”), which sought to dismiss the Plaintiffs’ conspiracy, fraud, and aiding 

and abetting causes of action against Zakharyayev and Pinkhasova. ECF No. 7. On February 13, 

2024, the Court issued an Order Granting in Part and Denying in Part Steven Zakharyayev and 

Evelina Pinkashova’s Motion to Dismiss (the “February Order”). ECF No. 21. In the February 

Order, the Court denied the Initial Motion to Dismiss as to the fraud cause of action but granted 

the Initial Motion to Dismiss as to the aiding and abetting cause of action. In the February Order, 

the Court also dismissed the Plaintiffs’ conspiracy cause of action with the right to replead. On 

February 20, 2024, the Plaintiffs filed their Amended Complaint to change their conspiracy cause 

of action to one for “knowing participation.” ECF No. 23. On March 5, 2024, Zakharyayev and 

Pinkhasova filed a Partial Motion to Dismiss Plaintiffs’ Amended Complaint (the “Second Motion 

to Dismiss”), seeking to dismiss the Plaintiffs’ knowing participation cause of action. On April 

24, 2024, the Court denied the Second Motion to Dismiss. 

On March 5, 2024, the Goodman Defendants and 18920 both filed answers to the Amended 

Complaint, which each included jury demands. ECF Nos. 26 and 27. On April 23, 2024, Frinzi 

filed his answer to the Amended Complaint and included a Rule 7012 Statement stating that he 

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does not consent to entry of final orders or judgment by the Bankruptcy Court. ECF No. 32. On 

May 10, 2024, Zakharyayev and Pinkhasova filed their answer to the Amended Complaint and 

included a jury demand. ECF No. 48. 

The 18920 Defendants filed the Motion to Withdraw on August 22, 2024, at ECF No. 61. 

In the Motion to Withdraw, the 18920 Defendants requested that the Bankruptcy Court 

recommend, and the District Court enter an order: (1) withdrawing the reference of this Adversary 

Proceeding; and (2) granting the Defendants a trial by jury. See ECF No. 61 at ¶ 2. The 18920 

Defendants do not request immediate withdrawal of the reference. Id. The Plaintiffs do not oppose 

withdrawal of the reference as requested by the 18920 Defendants. ECF No. 65. The Goodman 

Defendants filed the Joinder on August 23, 2024. ECF No. 64. In the Joinder, the Goodman 

Defendants agree that the reference should be withdrawn but request that the reference should be 

immediately withdrawn for all pretrial matters as well as for trial. Id. at 4-5. Frinzi did not take a 

definitive position on the Motion to Withdraw. However, he has sought a trial by jury and does 

not consent to entry of final orders by the Bankruptcy Court. See ECF No. 32. In accordance with 

L.B.R. 5011-1(a), the Bankruptcy Court held a status conference on the Motion to Withdraw on 

September 11, 2024. As such, the Bankruptcy Court recommends that the reference be withdrawn 

in the Adversary Proceeding, but only at such time as the Bankruptcy Court certifies that this 

lawsuit is trial-ready.

IV. THE CAUSES OF ACTION

Count

Number

Count

1 Bankruptcy Code Fraudulent Transfer (18920 and Goodman Entities)

2 TUFTA Fraudulent Transfer (18920 and Goodman Entities) 

3 TUFTA Fraudulent Transfer (GNET v. 18920 and Goodman Entities) 

4 Recovery of Avoided Transfers 

5 Breach of Fiduciary Duty (Trustee v. Frinzi)

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6 Breach of Fiduciary Duty (GNET v. Frinzi)

7 Knowing Participation in Breach of Fiduciary Duty (J.E. Goodman, Zakharyayev, 

and Pinkhasova) 

8 Fraud (Pinkhasova)

V. LEGAL STANDARD. 

The District Court has discretion to “withdraw, in whole or in part, any case or proceeding 

... for cause shown.” 28 U.S.C. § 157(d). In Holland America Insurance Company v. Succession 

of Roy, the Fifth Circuit held that, in considering whether the reference should be withdrawn, a 

district court should consider the following issues: (1) whether the matter involves core, non-core, 

or mixed issues; (2) whether there has been a jury demand; (3) the effect of withdrawal on judicial 

economy; (4) the effect of withdrawal on the goal of reducing forum shopping; (5) uniformity in 

bankruptcy administration; (6) the effect of withdrawal on fostering the economical use of the 

parties’ resources; and (7) the effect of withdrawal on the goal of expediting the bankruptcy 

process. 777 F.2d 992, 998–99 (5th Cir. 1985). 

Further, pursuant to L.B.R. 5011-1, the Court must consider the following additional 

factors, as relevant: (1) whether any response to the motion to withdraw reference was filed; (2) 

whether a motion to stay the proceeding pending the District Court’s decision on the withdrawal 

of the reference has been filed, in which court the motion was filed, and the status of the motion; 

(3) whether the proceeding is core, non-core, or mixed and, with regard to the non-core and mixed 

issues, whether the parties consent to entry of a final order by the Bankruptcy Court; (4) whether 

a jury trial has been timely requested, and if so, whether the parties consent to the Bankruptcy 

Court conducting a jury trial, and whether the District Court is requested to designate the 

Bankruptcy Court to conduct a jury trial; (6) whether a scheduling order has been entered in the 

proceeding; (7) whether the parties are ready for trial; (8) the Bankruptcy Court’s recommendation; 

and (9) any other matters relevant to the decision to withdraw the reference. 

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VI. DISCUSSION. 

The starting point in evaluating the merits of a motion for withdrawal of the reference is a 

determination of whether the proceeding is core or non-core.3 While some of the claims (the 

fraudulent transfer claims) in the Amended Complaint arise under the Bankruptcy Code and are 

therefore considered core, most of the claims are based in state law and are not statutorily core 

matters. Thus, absent consent, the Bankruptcy Court cannot issue final judgments or orders in 

connection with those claims. 

The Court will note that where an adversary proceeding encompasses both core and noncore claims, courts have held that withdrawal of the reference is appropriate because it promotes 

judicial efficiency.4

 However, even considering that there are non-core claims in this matter, the 

District Court is not required to withdraw the reference on this factor alone.

5

 28 U.S.C. § 157(c)(1) 

provides the proper procedure regarding non-core claims:

A bankruptcy judge may hear a proceeding that is not a core proceeding but that is 

otherwise related to a case under title 11. In such proceeding, the bankruptcy judge 

shall submit proposed findings of fact and conclusions of law to the district court, 

and any final order or judgment shall be entered by the district judge after 

considering the bankruptcy judge’s proposed findings and conclusions and after 

reviewing de novo those matters to which any party has timely and specifically 

objected.

3 Mirant Corp. v. Southern Co., 337 B.R. 107, 115 (N.D. Tex. 2006). 4 See e.g., In re Brown Medical Center, Inc., 578 B.R. 590, 597 (Bankr. S.D. Tex. 2016) (holding that splitting core 

and non-core claims into two proceedings would be judicially inefficient, and therefore recommending a withdrawal 

of the reference), report and recommendation adopted, No. 16-0084, 2016 WL 406959 at *2 (S.D. Tex. Feb. 3, 2016); 

see also In re Dallas Roadster, Ltd., Adv. Pro. No. 13-4033, 2013 WL 5758632, at *2 (Bankr. E.D. Tex. Sept. 27, 

2013), report and recommendation adopted, No. 1-43725, 2013 WL 5769916 (E.D. Tex. Oct. 21, 2013); Mirant, 337 

B.R. at 122 (“The conclusions the court has reached that the actions contain non-core claims and that [Defendant] is 

entitled to trial by jury as to certain claims standing alone suggest that there should be a withdrawal of the reference.”).

5 In re Highland Capital Management L.P., No. 21-03003, 2021 WL 2850562, at *4 (Bankr. N.D. Tex. Jul. 7, 2021) 

(“[M]andatory withdrawal is to be applied narrowly and to prevent 157(d) from becoming an ‘escape hatch.’ 

Unsubstantiated assertions that nonbankruptcy ... issues are substantial and material to an adversary proceeding are 

insufficient to warrant mandatory withdrawal.”), report and recommendation adopted in its entirety, No. 3:21-CV1378-N, 2021 WL 7540340 (N.D. Tex. Jul. 26, 2021); see also e.g., Schott, Trustee for Estate of InforMD, LLc v. 

Massengale, 618 B.R. 444, 452 (M.D. La. 2020) (“That there may be the right to a jury trial or non-core matters does 

not require [the District Court] to immediately withdraw the reference.”) (citing to Official Committee of Unsecured 

Creditors v. Schwartzman (In re Stansbury Poplar Place, Inc.), 13 F.3d 122, 128 (4th Cir. 1993) (gathering cases)).

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As resolution of this proceeding would not require significant interpretation of “both title 11 and 

other laws of the United States regulating organizations or activities affecting interstate 

commerce,” there does not initially appear to be any cause to deviate from the procedure Congress 

envisioned here. 28 U.S.C. § 157(d).

The Court again notes that none of the Defendants consent to the Bankruptcy Court’s 

authority to enter final orders in this case. See ECF No. 61 at ¶ 6; ECF No. 64, p. 2; ECF No. 32.

While the 18920 Defendants do not take a position on immediate withdrawal, the Goodman 

Defendants argue in their Joinder that immediate withdrawal is appropriate in this case. See ECF 

No. 61 at ¶ 2; ECF No. 64, p. 4-5. At the Status Conference, the Goodman Defendants argued that 

cause existed for immediate withdrawal because they intend to request consolidation of this 

Adversary Proceeding with separate pending litigation brought by a creditor of the Debtor, FedEx 

Supply Chain Logistics & Electronics, Inc., 6 pending in the District Court (the “FedEx Lawsuit”).

ECF No. 64, p. 4-5.

The Trustee objects to immediate withdrawal, however, and suggests that the reference 

should only be withdrawn once the Bankruptcy Court certifies that the Adversary Proceeding is 

trial-ready, as it is both the usual and accepted practice in this District, and the most efficient 

manner to prepare lawsuits for trial. See ECF No. 65 at ¶ 2. Further, the Trustee argues that the 

Bankruptcy Court is better suited to conduct all pretrial matters because the Bankruptcy Court is 

also presiding approximately eight related adversary proceedings in connection with the 

Bankruptcy Case. Id.

The Bankruptcy Court concurs with the Trustee’s reasoning on this point. Were the District 

Court to withdraw the reference immediately, the Bankruptcy Court notes that it is the general 

6 FedEx Supply Chain Logistics & Electronics, Inc., v. Goodman, et al., No. 3:23-CV-02397-S (N.D. Tex.).

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practice within this district for pretrial matters to be referred to a magistrate, which role the 

Bankruptcy Court is willing to fill. Furthermore, the Bankruptcy Court is very familiar with the 

issues in this Adversary Proceeding, due to its role in presiding over the Bankruptcy Case and 

several related adversary proceedings. Additionally, the Court is not persuaded by the Goodman 

Defendants’ consolidation argument as there is no current consolidation motion pending in this 

Court (or the District Court) as of the time of this submission, nor would it have a significant 

impact on this Court handling pre-trial matters. 

The remaining factors favor a withdrawal of the reference in whole once the case is trialready:

1. Whether or not there has been a jury demand — Frinzi, the 18920 Defendants and the 

Goodman Defendants have each filed a jury demand. 

2. The effect of withdrawal on judicial economy — the District Court must issue final 

judgments and conduct a jury trial.

3. The effect of withdrawal on the goal of reducing forum shopping — in light of the jury 

demands, the District Court is the proper forum.

4. Uniformity in bankruptcy administration — the Bankruptcy Court is already familiar 

with the facts of the underlying action, the Bankruptcy Case, and other related 

adversary proceedings, weighing against withdrawal.

5. The effect of withdrawal on fostering the economical use of the parties’ resources —

the Bankruptcy Court believes that withdrawal upon certification that the case is trialready would foster the most economical use of the parties’ resources.

6. The effect of withdrawal on the goal of expediting the bankruptcy process — there is 

little concern that withdrawal of the reference will slow administration of the 

Bankruptcy Case, especially where the Bankruptcy Court will handle all pre-trial 

matters.

7. A response was filed — the Trustee is unopposed to the withdrawal of the reference 

when the case is trial-ready. 

8. Motion to stay the proceeding pending the district court’s decision on the motion to 

withdraw reference — none filed.

9. Consent — the Defendants do not consent to the entry of a final order by the 

Bankruptcy Court.

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10. Whether a jury trial has been timely requested, and if so, whether the parties consent 

to the bankruptcy judge conducting a jury trial, and whether the district court is 

requested to designate the bankruptcy judge to conduct a jury trial — A jury demand 

has been timely requested by each of the Defendants. The bankruptcy judge does not 

have consent of the parties to conduct a jury trial. 

11. Whether a scheduling order has been entered in the proceeding — yes [ECF No. 25]. 

12. Whether the parties are ready for trial — no. 

13. The bankruptcy court’s recommendation — the Bankruptcy Court recommends 

withdrawal once the case is trial-ready. 

14. Any other matters relevant to the decision to withdraw the reference — if the District 

Court were to consolidate this Adversary Proceeding with the FedEx Lawsuit (which 

has not been requested nor is recommended by the Court), withdrawal of the reference 

would be appropriate. 

VII. PENDING MATTERS. 

The Adversary Proceeding has not been stayed pending a determination of the Motion to 

Withdraw pursuant to Bankruptcy Rule 5011. A motion to stay the Adversary Proceeding is not 

pending. The Bankruptcy Court has entered an agreed scheduling order, but, at this point, the 

parties are not ready for trial. See ECF No. 25. The Agreed Scheduling Order has been amended

to extend the fact discovery deadline to October 31, 2024. ECF No. 62. Barring any motion to 

extend that deadline, the parties are set to exchange witness and exhibit lists, propose findings of 

fact and conclusions of law as well as a Joint Pretrial Order in compliance with Local District 

Court Rule 16.4 by January 31, 2025. 

VIII. RECOMMENDATION. 

In light of the Bankruptcy Court’s analysis of the Holland and L.B.R. 5011-1 factors, the 

Bankruptcy Court recommends that the District Court grant the Motion to Withdraw upon 

certification by the Bankruptcy Court that the parties are ready for trial. The Bankruptcy Court 

further recommends that it be allowed to preside over any remaining pre-trial matters such as 

discovery and pre-trial motions, so as to essentially function like a magistrate. Then, at such time 

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as the parties are trial-ready, the District Court would be notified and can withdraw the reference 

at that time.

###END OF REPORT AND RECOMMENDATION###

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