4887-3869-3061v.1

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.,

Plaintiff,

v.

18920 NW 11TH, LLC, et al., 

Defendants.

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Adv. No. 23-03072-mvl

BRIEF IN SUPPORT OF TRUSTEE’S MOTION TO COMPEL WRITTEN 

DISCOVERY RESPONSES AND PRODUCTION OF DOCUMENTS FROM 

18920 NW 11TH, LLC, STEVEN ZAKHARYAYEV, AND EVELINA PINKHASOVA

Davor Rukavina, Esq.

Tex. Bar No. 24030781

Julian P. Vasek, Esq.

Tex. Bar No. 24070790

MUNSCH HARDT KOPF & HARR P.C.

500 N. Akard St., Ste. 4000

Dallas, Texas 75201

214-855-7500

drukavina@munsch.com

jvasek@munsch.com

COUNSEL FOR SCOTT M. SEIDEL, CHAPTER 7 TRUSTEE

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TABLE OF CONTENTS

TABLE OF AUTHORITIES ......................................................................................................... iii

I. INTRODUCTION ...............................................................................................................1

II. BACKGROUND ................................................................................................................1

A. ALLEGATIONS IN THE COMPLAINT ...............................................................1

B. BACKGROUND OF THE DISCOVERY DISPUTE.............................................3

III. ARGUMENTS AND AUTHORITIES................................................................................5

A. THE DEFENDANTS MUST IDENTIFY THE DOCUMENT(S) 

WITH THE ALLEGED REDEMPTION RIGHT...................................................7

B. THE COURT SHOULD ORDER THE DEFENDANTS TO AMEND 

THE RESPONSES TO COMPLY WITH HELLER...............................................9

i. The Defendants Have Improperly Given Responses 

“Subject to” Objections..............................................................................10

ii. The Defendants have Improperly Objected Based on 

Alleged Overbreadth..................................................................................11

iii. The Defendants have Improperly Objected Based on 

Alleged Undue Burden ..............................................................................12

iv. The Defendants have Improperly Objected Based on 

Alleged Irrelevance....................................................................................12

v. The Defendants Have Improperly Objected Based on 

Alleged Vagueness.....................................................................................13

C. THE COURT SHOULD OVERRULE THE DEFENDANTS’ 

PRIVILEGE OBJECTIONS..................................................................................15

D. THE COURT SHOULD ORDER 18920 TO GIVE COMPLETE 

ANSWERS TO INTERROGATORIES ...............................................................20

E. THE COURT SHOULD ORDER THE INDIVIDUAL DEFENDANTS 

TO RESPOND TO DISCOVERY IRRESPECTIVE OF WHETHER 

18920 MIGHT ALSO POSSESS RESPONSIVE INFORMATION ....................23

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F. THE COURT SHOULD ORDER THE DEFENDANTS TO 

PRODUCE DOCUMENTS AND INFORMATION RELATED 

TO SUBSEQUENT TRANSFERS .......................................................................24

G. THE COURT SHOULD ORDER THE DEFENDANTS 

TO CONDUCT AN APPROPRIATE INVESTIGATION ...................................29

IV. REQUEST FOR SANCTIONS .........................................................................................29

V. PRAYER............................................................................................................................32

CERTIFICATE OF SERVICE ......................................................................................................32

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TABLE OF AUTHORITIES

Cases

Advocare Int’l, L.P. v. Horizon Labs., Inc., 3:04-CV-1988-H, 

2006 WL 8437063, (N.D. Tex. Jan. 23, 2006)...................................................15

Apollo MedFlight, LLC v. BlueCross BlueShield of Texas, 

No. 2:18-CV-166-Z-BR, 2020 WL 520608 (N.D. Tex. Jan. 13, 2020)...............9

Colle v. Brazos Cty., Tex., 981 F.2d 237 (5th Cir. 1993) ........................................28

Davidson v. Goord, 215 F.R.D. 73 (W.D.N.Y. 2003).............................................24

Diversified Indus., Inc. v. Meredith, 572 F.2d 596 (8th Cir. 1977).........................16

Gillespie v. Civiletti, 629 F.2d 637 (9th Cir. 1980).................................................28

Hansel v. Shell Oil Corp., 169 F.R.D. 303 (E.D. Pa. 1996)....................................20

Heller v. City of Dallas, 303 F.R.D. 466 (N.D. Tex. 2014) ............................Passim

Keybank Nat’l Ass’n v. Perkins Rowe Assocs., No. 09-497-JJB-SCR, 

2011 U.S. Dist. LEXIS 37791 (M.D. La. Apr. 6, 2011) .............................. 23-24

La Union Del Pueblo Entero v. Abbott, No. SA-21-CV-00844-XR, 

2022 WL 1667687 (W.D. Tex. May 25, 2022)..................................................19

Lakeland Partners, LLC v. U.S., 88 Fed. Cl. 124 (Ct. Fed. Cl. 2009).....................20

League of United Latin American Citizens v. Abbott, 

342 F.R.D. 227 (W.D. Tex. 2022)......................................................................19

Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340 (1978)......................................28

OrchestrateHR, Inc. v. Trombetta, 178 F. Supp. 3d 476 

(N.D. Tex. 2016)...................................................................................................7

Philadelphia v. Westinghouse Electric Corp., 205 F.Supp. 830 

(E.D. Penn. 1962) ...............................................................................................19

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Seastrunk v. Entegris, Inc., No. 3:16-cv-2795-L, 2017 U.S. Dist. 

LEXIS 206901 (N.D. Tex. Dec. 15, 2017)...........................................................7

Sentis Group, Inc. v. Shell Oil Co., 763 F.3d 919 (8th Cir. 2014) ..........................23

Smythe v. Does 1 – 10, CV 15-4801-R, 2015 WL 12819173 

(C.D. Cal. Sept. 25, 2015)...................................................................................28

Thormond v. Compaq Comput. Corp., 198 F.R.D. 475 (E.D. Tex. 2000) ..............19

Upjohn Co. v. U.S., 449 U.S. 677 (1981) ................................................................19

Statutes and Rules

11 U.S.C. § 550........................................................................................................28

Tex. Bus. & Comm. Code § 24.008.........................................................................29

Fed. R. Civ. P. 26.............................................................................................Passim

Fed. R. Civ. P. 33.................................................................................................9, 20

Fed. R. Civ. P. 34.......................................................................................................7

Fed. R. Civ. P. 37.......................................................................................6, 7, 20, 31

Fed. R. Evid. 401 .....................................................................................................13

Fed. R. Bankr. P. 7037...............................................................................................6

Other Sources

8A Wright, Miller & Marcus, Federal Practice and Procedure, 

§ 2177 (2d ed. 1994)...........................................................................................20

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TO THE HONORABLE MICHELLE V. LARSON, 

UNITED STATES BANKRUPTCY JUDGE:

Scott M. Seidel, chapter 7 trustee (the “Trustee”) for Goodman Networks, Inc. (the 

“Debtor”), files this his brief in support of his Trustee’s Motion to Compel Written Discovery 

Responses and Production of Documents from 18920 NW 11th, LLC, Steven Zakharyayev, and 

Evelina Pinkhasova (the “Motion”), in support of which the Trustee would respectfully show as 

follows:

I. INTRODUCTION

1. The Trustee sued 18920 NW 11th, LLC, Steven Zakharyayev, and Evelina 

Pinkhasova (the “Defendants”), among others, to recover for their fraud, knowing participation in 

breaches of James Frinzi’s fiduciary duties, and receipt of fraudulent transfers. Those claims have 

survived two motions to dismiss. Now, the Defendants refuse to participate in discovery in good 

faith. Their written responses to the Trustee’s interrogatories and requests for production violate 

nearly every mandate in Heller v. City of Dallas, 303 F.R.D. 466 (N.D. Tex. 2014). The defendants 

have produced only 79 documents (many of which are duplicative) in a lawsuit involving millions 

of dollars in damages. The Defendants have failed to cure their deficiencies despite the Trustee 

giving them the chance, so the Trustee requests that the Court compel the Defendants to comply 

and award sanctions.

II. BACKGROUND1

A. ALLEGATIONS IN THE COMPLAINT

2. On August 5, 2023, the Trustee filed his Original Compliant (Dkt. No. 1), which 

sets forth claims and causes of action against 18920, Zakharyayev, Pinkhasova, James Goodman 

 1 Concurrently herewith, the Trustee is filing his Appendix in Support of Trustee’s Motion to Compel Written 

Discovery Responses and Production of Documents from 18920 NW 11th, LLC, Steven Zakharyayev, and Evelina 

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(“Goodman”), James Frinzi (“Frinzi”), People NQ, Inc. (“People”), JJC & People, LLC (“JJC”), 

and GDMN Family Investments 2, LLC (“GDMN”). Following the Court’s ruling (Dkt. No. 21) 

on a motion to dismiss by Zakharyayev and Pinkhasova , on February 20, 2024, the Trustee filed 

his Trustee’s Amended Complaint (Dkt. No. 23, the “Complaint” or “Compl.”) against all the same 

defendants. Appx.001.

3. At a high level, the Complaint alleges Goodman sought to extract for himself 

whatever value the Debtor had left, knowing the Debtor was insolvent and was about to default on 

its secured bonds. Compl. ¶ 39, Appx.009. He sought advice from Frinzi, who suggested a stock 

sale involving non-existing redemption rights, and identified Zakharyayev as a potential purchaser 

to acquire the stock and exercise the non-existing redemption rights. Id. ¶¶ 40 – 41. Zakharyayev 

involved 18920, which he and his wife Pinkhasova owned and controlled. See id. ¶¶ 30, 41, 

Appx.007, 009. Goodman and the Goodman Entities2 owned stock in the Debtor, and Goodman 

and others concocted a scheme by which “(i) the Goodman Entities would transfer the Transaction 

Shares to 18920; (ii) 18920 would demand redemption of the Transaction Shares from the Debtor; 

and (iii) the Debtor would use cash and other assets to satisfy the (in fact non-existent) redemption 

demand.” Id. ¶ 42, Appx.010.

4. On March 9 and 10, 2022, the following events transpired in furtherance of this 

scheme within a 24-hour period (among other things):

• Various Goodman Entities and 18920 entered into share purchase 

agreements pursuant to which 18920 would buy 4,032,918 shares of the 

Debtor’s stock for $12,372,656. Compl. ¶¶ 44-46. However, 18920 did not 

have the funds to close. Compl. ¶ 48, Appx.011.

 Pinkhasova (the “Appendix”), which is incorporated herein by reference. Citations to the Appendix take the following 

form: Appx.###.

2 Capitalized terms not defined herein have the meaning attributed to them in the Complaint.

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• Pinkhasova, on behalf of 18920, made a demand to the Debtor purporting to 

exercise a nonexistent mandatory stock redemption right. Compl. ¶ 50. 

However, 18920 had not paid for the Transaction Shares and therefore did 

not own them. Id.

• Frinzi, on behalf of the Debtor agreed to settle the invalid redemption 

demand in exchange for the Debtor issuing a $50 million note to 18920. 

Compl. ¶ 51, Appx.012.

• The Debtor and 18920 entered into a Settlement Agreement to compromise 

the note, under which “(i) the Debtor would pay 18920 $14,500,000; (ii) the 

Debtor would assign to 18920 one-half of the AMRR Note (such half 

representing $22 million) (the ‘Half AMRR Note’), (iii) the Debtor would 

assign to 18920 the LSU License; and (iv) the Debtor would assign to 18920 

the Trademarks (the Trademarks, the LSU License and the Half AMRR 

Note, collectively, the ‘Transferred Assets’).” Compl. ¶ 54, Appx.012.

5. Then, on March 11 and 15, 2022, the Debtor and GNET transferred $13,474,075.00 

to 18920, who turned around and transferred $10 million to the Goodman Entities, purportedly as 

payment under the stock purchase agreements. The most charitable way to characterize this 

transaction would be to describe it as akin to a leveraged buyout, which would constitute a 

fraudulent transfer in any event, even if one declined to consider all the other questionable 

circumstances described in the Complaint.

6. The Complaint therefore seeks, inter alia, to recover the Transferred Assets or their 

value under fraudulent transfer law, to hold Frinzi liable for breaching his fiduciary duties as an 

officer of the Debtor and GNET, and to hold Goodman, Zakharyayev, and Pinkhasova accountable 

for their participation in Frinzi’s breaches and the benefit they derived therefrom. 

B. BACKGROUND OF THE DISCOVERY DISPUTE

7. On April 10, 2024, the Trustee served the following interrogatories and requests for 

production on the Defendants:

Tab Description Appx.

B Trustee’s First Set of Interrogatories to Defendant 18920 NW 11th LLC 032

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Tab Description Appx.

C Trustee’s First Set of Requests for Production to Defendant 18920 NW 11th, 

LLC 052

D Trustee’s First Set of Interrogatories to Defendant Steven Zakharayayev 078

E Trustee’s First Set of Requests for Production to Defendant Steven 

Zakharayayev 096

F Trustee’s First Set of Interrogatories to Defendant Evelina Pinkhasova 117

G Trustee’s First Set of Requests for Production to Defendant Evelina 

Pinkhasova 134

8. After the Trustee gave them additional time to respond, the Defendants served the 

following responses on May 24, 2024:

Tab Description Appx.

H Defendant 18920 NW 11th LLC’s Objections and Responses to Trustee’s First 

Set of Interrogatories 154

I Defendant 18920 NW 11th, LLC’s Objections and Responses to Trustee’s First 

Set of Requests for Production 163

J Defendant Steven Zakharayayev’s Objections and Responses to Trustee’s First 

Set of Interrogatories 175

K Defendant Steven Zakharayayev’s Objections and Responses to Trustee’s First 

Set of Requests for Production 184

L Defendant Evelina Pinkhasova’s Objections and Responses to Trustee’s First 

Set of Interrogatories 193

M Defendant Evelina Pinkhasova’s Objections and Responses to Trustee’s First 

Set of Requests for Production 200

9. On May 31, 2024, the Trustee’s counsel transmitter a detailed letter to the 

Defendants’ counsel, outlining numerous deficiencies in their written responses and noting the 

lack of any document production. See Appx.208. The letter gave the Defendants one week to cure 

their deficiencies. On June 3, 2024, the Defendants produced 79 documents, 77 of which they had 

already produced to the petitioning creditors in early 2023, and only two of which were new. Many 

of the 79 documents are duplicative, and based on the copious bad-faith objections discussed 

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below, it appears the Defendants probably withheld many more. Counsel conferred by 

videoconference on June 11, 2024, but to date, the Defendants have not amended their defective 

written responses not committed to making a complete document production.

III. ARGUMENTS AND AUTHORITIES

10. Judge Horan’s opinion in Heller v. City of Dallas, 303 F.R.D. 466 (N.D. Tex. 2014), 

represents the definitive authority on responding to discovery in this district. The District Court 

provided, inter alia, the following rules that govern written discovery responses:

• “Counsel should cease and desist from raising ... free-standing and purportedly 

universally applicable ‘general objections’ in responding to discovery requests. 

Deploying these general objections in this manner is ... inconsistent with the 

Federal Rules and is not warranted by existing law.” 

• “So-called boilerplate or unsupported objections—even when asserted in response 

to a specific discovery request and not as part of a general list of generic objections 

preceding any responses to specific discovery requests—are likewise improper and 

ineffective and may rise (or fall) to the level of what the Fifth Circuit has described 

as an all-too-common example of the sort of ‘Rambo tactics’ that have brought 

disrepute upon attorneys and the legal system.” 

• “[T]he practice of responding to ... documents requests ‘subject to’ and/or ‘without 

waiving’ objections is manifestly confusing (at best) and misleading (at worse), and 

has no basis at all in the Federal Rules of Civil Procedure.” 

• “A party served with written discovery must fully answer each ... document request 

to the full extent that it is not objectionable and affirmatively explain what portion 

of [a] ... document request is objectionable and why, affirmatively explain what 

portion of the ... document request is not objectionable and the subject of the 

answer or response, and affirmatively explain whether any responsive ... 

documents have been withheld.”

• “Accordingly, for example, if part or all of [a discovery request] is allegedly vague 

and ambiguous, the responding party, to comply with the Federal Rules, must, if 

possible, explain its understanding of the allegedly vague and ambiguous terms or 

phrases and explicitly state that its answer is based on that understanding.”

• “A similar analysis applies to an objection to a request as being overbroad in its 

scope or as imposing an undue burden on the responding party to answer or 

respond. If a discovery request is overbroad, the responding party must, to comply 

with ... Rule 34, explain the extent to which it is overbroad and answer or respond 

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to the extent that it is not—and explain the scope of what the responding party is 

answering or responding to.”

• “Similarly, if answering or responding to a discovery request would impose an 

undue burden, the responding party must ... properly substantiate that assertion and 

then should only answer or respond to the part or extent, if any, of the request that 

would not involve an undue burden.”

Heller, 303 F.R.D. at 483-92. During the past ten years, courts have cited this opinion 310 times, 

including 156 times in the Northern District of Texas alone.

11. When a party fails to meet its discovery obligations, Federal Rule of Civil 

Procedure 37, made applicable to this adversary proceeding by Federal Rule of Bankruptcy 

Procedure 7037, provides in relevant part as follows:

(a) MOTION FOR AN ORDER COMPELLING DISCLOSURE OR DISCOVERY.

(1) In General. On notice to other parties and all affected persons, a party may 

move for an order compelling disclosure or discovery. The motion must include 

a certification that the movant has in good faith conferred or attempted to confer 

with the person or party failing to make disclosure or discovery in an effort to 

obtain it without court action.

* * *

(3) Specific Motions.

* * *

(B) To Compel a Discovery Response. A party seeking discovery may move 

for an order compelling an answer, designation, production, or inspection. 

This motion may be made if:

* * *

(iii) a party fails to answer an interrogatory submitted under Rule 33; or

(iv) a party fails to produce documents or fails to respond that inspection 

will be permitted—or fails to permit inspection—as requested under 

Rule 34.

* * *

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(4) Evasive or Incomplete Disclosure, Answer, or Response. For purposes of 

this subdivision (a), an evasive or incomplete disclosure, answer, or response 

must be treated as a failure to disclose, answer, or respond.

Fed. R. Civ. P. 37 (a)(1)-(4). 

12. In 2015, Federal Rule of Civil Procedure 34 was amended in a manner that 

“effectively codifies” the Heller decision:

(B) Responding to Each Item. For each item or category, the response must either 

state that inspection and related activities will be permitted as requested or state an 

objection with specificity the grounds for objecting to the request, including the 

reasons.

(C) Objections. An objection must state whether any responsive materials are 

being withheld on the basis of that objection. An objection to part of a request must 

specify the part and permit inspection of the rest.

Fed. R. Civ. P. 34(b)(2)(B)-(C); Seastrunk v. Entegris, Inc., No. 3:16-cv-2795-L, 2017 U.S. Dist. 

LEXIS 206901, *11-12 (N.D. Tex. Dec. 15, 2017) (quoting OrchestrateHR, Inc. v. Trombetta, 178 

F. Supp. 3d 476, 507 (N.D. Tex. 2016)) (“General or boilerplate objections are invalid, and 

‘[o]bjections to discovery must be made with specificity, and the responding party has the 

obligation to explain and support its objections. Amended Federal Rule of Civil Procedure 34(b)(2) 

effectively codifies this requirement, at least in part: ‘An objection must state whether any 

responsive materials are being withheld on the basis of that objection. An objection to part of a 

request must specify the part and permit inspection of the rest.’’”). 

13. The Defendants’ responses violate nearly each and every rule set forth in Heller, 

and the Trustee is entitled to clean responses that comply with the rules. The Trustee is also 

entitled to production of any documents withheld on account of improper objections.

A. THE DEFENDANTS MUST IDENTIFY THE DOCUMENT(S) WITH THE ALLEGED 

REDEMPTION RIGHT

14. This adversary proceeding seeks to recover funds the Debtor paid out in response 

to a demand to redeem its stock. The Defendants claim 18920 acquired shared of the Debtor’s 

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Series A-1 preferred stock (defined in the Complaint as the Transaction Shares) under various 

Share Purchase Agreements on or about March 9, 2022. Compl. ¶¶ 44-46, Appx.010. “On March 

9, 2022, Pinkhasova, on behalf of 18920 as the ‘owner of 4,032,918 Series A-1 Preferred Shares’, 

demanded redemption of the Transaction Shares.” Compl. ¶ 50, Appx.011-012. “Such demand 

states that, ‘[a]s you know, the Preferred Shares are subject to mandatory redemptions at their 

liquidation value on a quarterly basis.’” Id.

15. Based on these allegations, the Trustee propounded the following interrogatories 

and received the following responses:

INTERROGATORY NO. 6 [to 18920]: Identify each document or instrument, 

including any articles of incorporation, bylaws, shareholder agreement, resolution, 

or other governance document of the Debtor, which You assert or contend gave 

You any right or option of redemption with respect to the Transaction Shares or 

any securities of the Debtor as demanded in the Redemption Notice, including any 

of the Debtor’s Series A-1 Preferred Stock, including by identifying the same in 

Your production to the Trustee in response to his Requests for Production served 

concurrently herewith. 

RESPONSE: 18920 objects to this request as overbroad and that this request seeks 

information not relevant nor reasonably anticipated to lead to the discovery of 

admissible evidence. Subject to the foregoing, 18920 would refer the Trustee to 

documents produced with 18920’s responses to Trustee’s requests for production. 

INTERROGATORY NO. 9 [to 18920]. At the time of the Redemption Notice, 

what was the factual basis for the statement in the Redemption Notice that the 

“Preferred Shares are subject to mandatory redemptions at their liquidation value 

on a quarterly basis?” 

RESPONSE: 18920 relied on conversations it had with Frinzi and Goodman, and 

documents produced by Goodman as part of negotiating the Share Purchase 

Agreements, including but not limited to Stock Purchase Procedures, provided that 

indicated preferred shares were subject to mandatory redemptions. 

INTERROGATORY NO. 12 [to Zakharyayev]: At the time of the Redemption 

Notice, what was the factual basis for the statement in the Redemption Notice that 

the “Preferred Shares are subject to mandatory redemptions at their liquidation 

value on a quarterly basis?” 

RESPONSE: Zakharyayev objects to this request to the extent it seeks information 

protected from disclosure by the attorney client or work product doctrine. 

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Zakharyayev also objects that this information is better obtained through 18920. 

See 18920 Obj. & Resp. to Trustee’s 1st Interrog. at Interrog. No. 9. 

INTERROGATORY NO. 7 [to Pinkhasova]: At the time of the Redemption 

Notice, what was the factual basis for the statement in the Redemption Notice that 

the “Preferred Shares are subject to mandatory redemptions at their liquidation 

value on a quarterly basis?” 

RESPONSE: Pinkhasova objects to this request to the extent it seeks information 

protected from disclosure by the attorney client or work product doctrine. 

Pinkhasova also objects that this information is more properly sought through 

18920. See 18920 Obj. & Resp. to Trustee’s 1st Interrog. at Interrog. No. 9. 

16. As an initial matter, none of these objections comply with Heller, so they have been 

waived. The privilege objections are particularly egregious. As discussed below, the attorneyclient privilege and work-product doctrine do not apply to prevent discovery of the underlying 

facts. The Trustee disputes that a mandatory redemption right existed at all, so its alleged source 

is a key fact issue in this litigation. Nor is it sufficient to point the Trustee to all documents the 

Defendants have produced. The Defendants must “specify[] the records that must be reviewed, in 

sufficient detail to enable the interrogating party to locate and identify them as readily as the 

responding party could ....” Fed. R. Civ. P. 33(d)(1). The Court should compel the Defendants 

to answer these interrogatories and specifically identify the document they contend contains the 

mandatory redemption right they purported to exercise.

B. THE COURT SHOULD ORDER THE DEFENDANTS TO AMEND THE RESPONSES TO COMPLY 

WITH HELLER

17. The Defendants made numerous unsubstantiated, boilerplate objections in violation 

of Heller, but general, boilerplate language prohibited by Heller does not preserve an objection. 

See Apollo MedFlight, LLC v. BlueCross BlueShield of Texas, No. 2:18-CV-166-Z-BR, 2020 WL 

520608, at *6 (N.D. Tex. Jan. 13, 2020) (“The objection is general, boilerplate language and does 

not preserve the relevancy objection.”). The Defendants have therefore waived their objections 

based on overbreadth, undue burden, harassment, irrelevance, and vagueness, and they must 

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amend their responses to remove the objections. In the event the Court is disinclined to find 

waiver, then the Court should order the Defendants to amend their written responses to make them 

compliant with Heller. 

i. The Defendants Have Improperly Given Responses “Subject to” Objections

18. The Defendants answered the following interrogatories and requests for production 

“subject to” various objections:

Defendant Type Nos.

18920 Interrogatory 1, 3, 4, 6, 11, 12, 13, 19, 23, and 24

RFP 1, 2, 3, 6, 8, 10, 12, 13,15, 16, 17, 18, 19, 20, 21, 22, 26, 29, 30, 

31, 33, 34, 35, 36, 37, 39, and 43

Zakharyayev Interrogatory 1, 2, 3, 5, 6, 7, 8, 11, 16, 17, 20, 21, 22, and 23

RFP 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 15, 16, 17, 19, and 20

Pinkhasova Interrogatory 1, 2, 3, 6, 10, 19, and 21

RFP 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 15, 16, 17, 18, 19, and 20

19. As Judge Horan held in Heller, “responding to a document request or interrogatory 

‘subject to’ and ‘without waiving’ objections is not consistent with the Federal Rules or warranted 

by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law 

or for establishing new law.” In other words, it arguably violates an attorney’s obligation to certify 

that a response or objection is “consistent with [the federal] rules and warranted by existing law or 

by a nonfrivolous argument for extending, modifying, or reversing existing law, or for establishing 

new law ....” Fed. R. Civ. P. 26(g)(1)(B)(i). It also “‘preserves nothing and serves only to waste 

the time and resources of both the Parties and the Court.’” The Court should therefore overrule all 

objections followed by a “subject to” answer and order the Defendants to produce responsive 

documents and give responsive answers.

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ii. The Defendants have Improperly Objected Based on Alleged Overbreadth 

20. The Defendants objected to the following interrogatories and requests for 

production based on alleged overbreadth:

Defendant Type Nos.

18920 Interrogatory 1, 3, 4, 6, 11, 13, 14, 16, 18, and 23 

RFP 1, 2, 3, 4, 22, 23, 24, 26, 29, 32, and 35 

Zakharyayev Interrogatory 1, 2, 3, 4, 5, 6, 7, 8, 13, 14, 15, and 18 

RFP 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20, and 

21

Pinkhasova Interrogatory 8 and 9, 

RFP 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13, 15, 16, 17, 18, 19, and 20

21. “If a discovery request is overbroad, the responding party must, to comply with 

Rule 33 or Rule 34, explain the extent to which it is overbroad and answer or respond to the extent 

that it is not—and explain the scope of what the responding party is answering or responding to.” 

Heller, 303 F.R.D. at 488. “A party resisting discovery must show specifically how each 

interrogatory or document request is overly broad, unduly burdensome, or oppressive.” Id. at 490. 

“This requires the party resisting discovery to show how the requested discovery was overly broad, 

unduly burdensome, or oppressive by submitting affidavits or offering evidence revealing the 

nature of the burden.” Id.

22. Despite objecting to 73 interrogatories and requests for production as overbroad, 

the Defendants never once explained their objections as required by Heller. The objections have 

therefore been waived, and the Court should overrule them and compel appropriate responses and 

production.

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iii. The Defendants have Improperly Objected Based on Alleged Undue Burden

23. The Defendants objected to the following interrogatories and requests for 

production based on alleged undue burden:

Defendant Type Nos.

18920 Interrogatory 1, 11, and 13

RFP 1 and 29

Zakharyayev Interrogatory 1, 2, 3, and 23

RFP 19, 20, and 21

24. As with objections to overbreadth, “if answering or responding to a discovery 

request would impose an undue burden, the responding party must ... properly substantiate that 

assertion and then should only answer or respond to the part or extent, if any, of the request that 

would not involve an undue burden.” Heller, 303 F.R.D. at 489. These objections have been 

waived as well, and in any event they have no merit, so the Court should overrule them and compel 

appropriate responses and production.

iv. The Defendants have Improperly Objected Based on Alleged Irrelevance

25. The Defendants objected to the following interrogatories and requests for 

production based on alleged irrelevance:

Defendant Type Nos.

18920 Interrogatory 1, 3, 4, 6, 14, 16, and 18

RFP 1, 2, 3, 4, 23, 24, 29, 32, and 35

Zakharyayev Interrogatory 1, 2, 3, 4, 5, 6, 7, and 8

RFP 12, 13, 14, 19, 20, and 21

Pinkhasova RFP 12 and 13

26. The Federal Rules broadly allow parties to “obtain discovery regarding any 

nonprivileged matter that is relevant to any party’s claim or defense and proportional to the needs 

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of the case.” Fed. R. Civ. P. 26(b)(1). A document is “relevant” if “(a) it has any tendency to 

make a fact more or less probable than it would be without the evidence; and (b) the fact is of 

consequence in determining the action.” Fed. R. Evid. 401. “That a requested document or 

information will not be admissible or relevant to the merits of a claim or defense is not a proper 

objection to discovery of the document or information under the Federal Rules if the discovery 

request is reasonably calculated to lead to the discovery of admissible evidence.” Heller, 303 

F.R.D. at 489. 

27. “[I]f all or part of a discovery request seeks documents or information not even 

reasonably calculated to lead to the discovery of admissible evidence, the responding party should 

make a specific objection explaining how and to what extent the requested documents or 

information are not relevant and discoverable under the Rule 26(b) standard and stand on that 

objection as to the portion of the request that is so objectionable while specifically describing the 

portion, if any, of the request to which the responding party is answering or producing documents.” 

Id. at 489-90. The Defendants have not complied with this mandate, and under this broad standard, 

the discovery requested is relevant or reasonably calculated to lead to the discovery of admissible 

evidence. The Court should therefore overrule these objections and compel answers and 

production.

v. The Defendants Have Improperly Objected Based on Alleged Vagueness

28. The Defendants objected to the following interrogatories and requests for 

production based on alleged vagueness or ambiguity:

Defendant Type Nos.

18920 Interrogatory 12 and 13

RFP 3, 26, 29, 30, 35, 36, 37, 39, 40, 41, 42, 43, 44, and 45

Zakharyayev Interrogatory 11, 17, and 20

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Defendant Type Nos.

RFP 12 and 13

Pinkhasova Interrogatory 18

RFP 13 and 20

29. As the Heller court explained, making such an objection carries with it numerous 

obligations, none of which the Debtor satisfied:

[I]f part or all of an interrogatory is allegedly vague and ambiguous, the responding 

party, to comply with the Federal Rules, must, if possible, explain its understanding 

of the allegedly vague and ambiguous terms or phrases and explicitly state that its 

answer is based on that understanding. If an entire interrogatory or document 

request is truly so vague and ambiguous that the responding party cannot 

understand its meaning and what information it seeks, the party should stand on its 

objection and provide no answer at all or promise no production of responsive 

documents on the ground that the responding party simply cannot do so based on 

the discovery request’s wording. But making an objection to a request as vague and 

ambiguous, without more, and then fully answering the interrogatory or promising 

production of all documents responsive to the request “subject to” the vagueness 

and ambiguity objection betrays that the objection was made reflexively and 

without a factual basis.

Heller, 303 F.R.D. at 488 (citations omitted).

30. Indeed, as if to drive home the point, the Court effectively reiterated these 

obligations again:

“The party objecting to discovery as vague or ambiguous has the burden to show 

such vagueness or ambiguity.” “A party objecting on these grounds must explain 

the specific and particular way in which a request is vague.” The responding party 

“should exercise reason and common sense to attribute ordinary definitions to terms 

and phrases utilized in interrogatories. If necessary to clarify its answers, the 

responding party may include any reasonable definition of the term or phrase at 

issue.”

Heller, 303 F.R.D. at 491 (citations omitted). Further, “[i]f a party believes that the request is 

vague, that party [should] attempt to obtain clarification prior to objecting on this ground.” Heller, 

303 F.R.D. at 491–92 (citations omitted).

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31. The Defendants did not comply with these obligations, so the Court should overrule 

their objections. Even if the Court were inclined to give the Defendants an opportunity to provide 

answers that comply with Heller, none of the discovery requests in question are in fact vague or 

ambiguous in any way.

C. THE COURT SHOULD OVERRULE THE DEFENDANTS’ PRIVILEGE OBJECTIONS

32. The Defendants have invoked various privileges in response to 85 interrogatories 

and requests for production, but they have not produced a privilege log. In Federal court, the 

obligation to produce a log arises automatically, without the need for a request:

When a party withholds information otherwise discoverable by claiming that the 

information is privileged or subject to protection as trial-preparation material, the 

party must:

(i) expressly make the claim; and

(ii) describe the nature of the documents, communications, or tangible things not 

produced or disclosed—and do so in a manner that, without revealing information 

itself privileged or protected, will enable other parties to assess the claim.

Fed. R. Civ. P. 26(b)(5)(A). The Court should compel the Defendants to produce a privilege log 

immediately. 

33. Moreover, “[t]he burden is on the party asserting the privilege to demonstrate how 

each communication satisfies [the] elements” of the privilege. Advocare Int’l, L.P. v. Horizon 

Labs., Inc., 3:04-CV-1988-H, 2006 WL 8437063, *3 (N.D. Tex. Jan. 23, 2006).3

 “A general 

allegation of privilege is insufficient to meet that burden.” Id. “Rather, the proponent must make 

a clear showing as to each item objected to, and ‘provide sufficient facts by way of detailed 

affidavits or other evidence to enable the Court to determine whether the privilege exists.” Id.

 3 “The elements of the attorney-client privilege [in Texas, for example,] are: (1) a confidential communication; (2) made for the 

purpose of facilitating the rendition of professional legal services; (3) between or amongst the client, lawyer, and their 

representatives; and (4) the privilege has not been waived.” Id. at *2.

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34. It is not enough that Zakharyayev happens to be an attorney. See Diversified Indus., 

Inc. v. Meredith, 572 F.2d 596, 602 (8th Cir. 1977) (“A communication is not privileged simply 

because it is made by or to a person who happens to be a lawyer.”). There is no reason to believe 

Zakharyayev was actually, formally engaged by 18920 or Pinkhasova for the purpose of providing 

legal services as opposed to being involved in the transaction in some other capacity—namely as 

an interested business owner. See id. (“the attorney must have been engaged or consulted by the 

client for the purpose of obtaining legal services or advice services or advice that a lawyer may 

perform or give in his capacity as a lawyer, not in some other capacity” (emphasis added)). The 

Defendants have not, for example, produce an engagement letter between 18920 or Pinkhasova 

and Zakharyayev.

35. The Defendants wholly failed to meet their burden of proof on their privilege 

claims, and that failure is particularly problematic with respect to their interrogatory responses. 

Pinkhasova and Zakharyayev, for example, refused to answer the following interrogatories based, 

at least in part, on an assertion of privilege (emphasis added):

Defendant No. Interrogatory

Pinkhasova 5 At the time of the Redemption Notice, what was the factual basis for 

the statement in the Redemption Notice that 18920 NW 11th LLC, (the 

“Shareholder”) is owner of 4.032,918 Series A-1 Preferred Shares” as of 

the date of the Redemption Notice? Your answer should address 

whether, by that date, 18920 had paid for the Transaction Shares, 

whether You believed that it needed to pay for the same in order to then 

own the same, why You may have believed that it need not have paid for 

the same in order to then own the same, and whether any steps had then 

been taken for 18920 to take any action to evidence its ownership of the 

Transaction Shares and what any such action would have been and 

whether and when it was taken.

Pinkhasova 6 At the time of the Redemption Notice, how did You believe or 

understand that 18920 paid, or would pay, for the Transaction Shares, 

and when it would do so or when it had done so?

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Defendant No. Interrogatory

Pinkhasova 7 At the time of the Redemption Notice, what was the factual basis for 

the statement in the Redemption Notice that the “Preferred Shares are 

subject to mandatory redemptions at their liquidation value on a 

quarterly basis?”

Pinkhasova 8 Explain what steps You took, including any due diligence You 

undertook, to state in the Redemption Notice that the “Preferred Shares 

are subject to mandatory redemptions at their liquidation value on a 

quarterly basis,” including by identifying any documents You reviewed

or relied on to state the same, and including any communications You 

reviewed, made, had, were given, or You relied on, to state the same. 

Identify any such documents or communications in Your production to 

the Trustee’s Requests for Production served concurrently herewith.

Pinkhasova 9 At the time of the Redemption Notice, did You believe or understand

that the “Preferred Shares are subject to mandatory redemptions at their 

liquidation value on a quarterly basis,” as stated therein, and, if You so 

believed, why did You so believe?

Pinkhasova 11 At the time of the Redemption Notice, what did You believe or 

understand was the “liquidation value [ of the Preferred Shares] on a 

quarterly basis” as stated in the Redemption Notice?

Pinkhasova 12 What was the factual basis for any belief or understanding of Yours as 

answered in response to Interrogatory No. 11.

Pinkhasova 13 At the time of the Redemption Notice, did you believe or understand

that the Debtor had the funds necessary to pay the “mandatory 

redemptions” as stated in the Redemption Notice?

Pinkhasova 14 If Your answer to Interrogatory No. 13 is “yes’ in whole or in part, then 

explain the factual basis of Your belief or understanding. If Your 

answer to Interrogatory No. 13 is “no” in whole or in part, then explain 

what belief or understanding You had as to how the Debtor would pay 

or satisfy the “mandatory redemption.’”

Pinkhasova 15 At the time of the Redemption Notice, did You have a belief or 

understanding as to the Debtor’s solvency and, if so, state the factual 

basis for any such belief or understanding. As used herein. “solvency” 

means both that the assets of the Debtor exceeded its liabilities, 

including any debt payable on the Redemption Notice, and that the 

Debtor was paying its debts as they became due, including any debt 

payable on the Redemption Notice.

Pinkhasova 17 As of the date of the Settlement Agreement, what value did You 

believe or understand that 18920 gave to the Debtor for the Settlement 

Agreement, or what the “value received”‘ stated in the Promissory Note 

or “good and valuable consideration” stated in the Settlement Agreement 

was?

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Defendant No. Interrogatory

Zakharyayev 10 At the time of the Redemption Notice, what was the factual basis for 

the statement in the Redemption Notice that “18920 NW 11th LLC, (the 

“Shareholder”) is owner of 4,032,918 Series A-1 Preferred Shares” as of 

the date of the Redemption Notice? Your answer should address 

whether, by that date, 18920 had paid for the Transaction Shares, 

whether You believed that it needed to pay for the same in order to then 

own the same, why You may have believed that it need not have paid for 

the same in order to then own the same, and whether any steps had then 

been taken for 18920 to take any action to evidence its ownership of the 

Transaction Shares and what any such action would have been and 

whether and when it was taken.

Zakharyayev 12 At the time of the Redemption Notice, what was the factual basis for 

the statement in the Redemption Notice that the “Preferred Shares are 

subject to mandatory redemptions at their liquidation value on a 

quarterly basis?”

Zakharyayev 13 Explain what steps You took, including any due diligence You 

undertook, to review whether the “Preferred Shares are subject to 

mandatory redemptions at their liquidation value on a quarterly basis,” as 

stated in the Redemption Notice, including by identifying any documents 

You reviewed or relied on to state the same. and including any 

communications You reviewed, made, had, were given, or You relied 

on, to state the same. Identify any such documents or communications in 

Your production to the Trustee’s Requests for Production served 

concurrently herewith.

Zakharyayev 14 At the time of the Redemption Notice, did You believe or understand

that the “Preferred Shares are subject to mandatory redemptions at their 

liquidation value on a quarterly basis,” as stated therein, and, if You so 

believed, why did You so believe?

Zakharyayev 15 At the time of the Redemption Notice, what did You believe or 

understand was the “liquidation value [of Preferred Shares] on a 

quarterly basis” as stated in the Redemption Notice, and why?

Zakharyayev 18 At the time of the Redemption Notice, did You have a belief or 

understanding as to the Debtor’s solvency and, if so, state the factual 

basis for any such belief or understanding. As used herein, “solvency” 

means both that the assets of the Debtor exceeded its liabilities, 

including any debt payable on the Redemption Notice, and that the 

Debtor was paying its debts as they became due, including any debt 

payable on the Redemption Notice.

Zakharyayev 19 As of the date of the Settlement Agreement, what value did You 

believe or understand that 18920 gave to the Debtor for the Settlement 

Agreement or what the “value received” stated in the Promissory Note 

was?

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36. To the extent the Defendants assert the attorney-client privilege to avoid answering 

these interrogatories, it plainly does not apply because:

“[T]he protection of the privilege extends only to communications and not to facts. 

A fact is one thing and a communication concerning that fact is an entirely different 

thing. The client cannot be compelled to answer the question, ‘What did you say or 

write to the attorney?’ but may not refuse to disclose any relevant fact within his 

knowledge merely because he incorporated a statement of such fact into his 

communication to his attorney.”

Upjohn Co. v. U.S., 449 U.S. 677, 685-86 (1981) (quoting Philadelphia v. Westinghouse Electric 

Corp., 205 F.Supp. 830, 831 (E.D. Penn. 1962)).

37. Furthermore, “facts within the client’s knowledge are not privileged, ‘even if the 

client learned those facts though communications with counsel.’” League of United Latin 

American Citizens v. Abbott, 342 F.R.D. 227, 235 (W.D. Tex. 2022) (quoting Thormond v. 

Compaq Comput. Corp., 198 F.R.D. 475, 481 (E.D. Tex. 2000), and citing La Union Del Pueblo 

Entero v. Abbott, No. SA-21-CV-00844-XR, 2022 WL 1667687, *7 (W.D. Tex. May 25, 2022)). 

Likewise, questions that “probe [a party’s] understanding and personal beliefs ... do not run afoul 

of privilege protections.” League of United Latin American Citizens v. Abbott, 342 F.R.D. at 236. 

Each of these interrogatories plainly seeks facts or beliefs, so the attorney-client privilege does not 

apply.

38. To the extent the defendants rely on the work-product doctrine to avoid answering 

these interrogatories, it does not apply either. The Federal work-product doctrine provides: 

“[o]rdinarily, a party may not discover documents and tangible things that are prepared in 

anticipation of litigation or for trial by or for another party or its representative ....” Fed. R. 

Civ. P. 26(b)(3)(A) (emphasis added). But the interrogatories plainly seek facts and beliefs that 

existed as of March 9 or 10, 2022, seventeen months before the Trustee filed his original complaint. 

Unless the Defendants are willing to acknowledge they knew their conduct was wrongful and 

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would inevitably spawn litigation, and that they undertook the entire transaction with an 

expectation of getting sued, then there is no basis to claim the protections of the work-product 

doctrine (and even then, any claim would be dubious).

39. The Court should overrule the Defendants’ privilege objections and compel them 

to answer interrogatories and produce responsive documents.

D. THE COURT SHOULD ORDER 18920 TO GIVE COMPLETE ANSWERS TO 

INTERROGATORIES

40. As Judge Horan observed in Heller, “Rule 33(b)(3) requires that the responding 

party must answer each interrogatory ‘to the extent it is not objected to.’” Heller, 303 F.R.D. at 

487) (citing Fed. R. Civ. P. 33(b)(3)). “The responding party ‘must provide true, explicit, 

responsive, complete, and candid answers to interrogatories.’” Lakeland Partners, LLC v. U.S., 88

Fed. Cl. 124, 132 (Ct. Fed. Cl. 2009) (quoting Hansel v. Shell Oil Corp., 169 F.R.D. 303, 305 

(E.D. Pa. 1996)). “Interrogatories ‘should be answered directly and without evasion in accordance 

with information that the answering party possesses after due inquiry.’” Id. (quoting 8A Wright, 

Miller & Marcus, Federal Practice and Procedure, § 2177 (2d ed. 1994)). Furthermore, “an evasive 

or incomplete disclosure, answer, or response must be treated as a failure to disclose, answer, or 

respond.” Fed. R. Civ. P. 37(a)(4).

41. 18920 did not object to any of the following interrogatories (and therefore waived 

any objections) but nevertheless failed to provide adequate answers:

INTERROGATORY NO. 2. Identify each and every Transfer made by the 

Debtor and GNET to You, including the transfer of any funds, including into any 

bank account held in Your name or held for Your benefit or to which You had 

access. For each such Transfer that is a transfer of funds, state the transferor, the 

transferor’s bank, the transferor’s bank account, the date of the transfer, the method 

of the transfer, the name of the transferee’s bank, the transferee’s bank account, and 

the amount of such transfer.

RESPONSE: 18920 received some of, or partial payment relating to, the items 

provided for in the Settlement Agreement. See the Settlement Agreement produced 

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by 18920; the February 10, 2023 deposition testimony of its corporate 

representative, Steven Zakharyayev, at 59:1–60:2, 62:8–64:5.

• To date, 18920 has only produced 79 documents, many of which are 

duplicative. Furthermore, it is unlikely that a settlement statement will provide 

all the information this interrogatory requests.

INTERROGATORY NO. 7. Explain all investigation, analysis, examination, or 

due diligence undertaken by You or undertaken on Your behalf in entering into the 

Purchase Agreements and in determining that any right or option of redemption 

existed with respect to the Transaction Shares or any securities of the Debtor as 

demanded in the Demand Notice, including any of the Debtor’s Series A-1 

Preferred Stock, including by identifying any persons involved in any such 

investigation, identifying communications you may have had with any person 

regarding the same, identifying any analysis of the same performed by any person, 

and identifying any document reviewed or relied on in any such investigation in 

Your production to the Trustee in response to his Requests for Production served 

concurrently herewith.

RESPONSE: Counsel for 18920 had several conversations with James Goodman, 

Goodman Network’s former attorney and in-house counsel, and Frinzi. 18920 also 

reviewed shareholder agreements produced by Goodman and his attorneys with 

respect to ownership in the shares.

• This answer provides inadequate detail to answer the interrogatory fully. It 

does not identify individuals by name; it does not identify communications by 

date and participants; it does not disclose any analysis; and it does not 

specifically identify any documents.

INTERROGATORY NO. 8. At the time of the Redemption Notice, what was the 

factual basis for the statement in the Redemption Notice that “18920 NW 11th LLC, 

(the “Shareholder”) is owner of 4,032,918 Series A-1 Preferred Shares”? Your 

answer should address whether, by that date, 18920 had paid for the Transaction 

Shares, whether You believed that it needed to pay for the same in order to then 

own the same, why You may have believed that it need not have paid for the same 

in order to then own the same, and whether any steps had then been taken for 18920 

to take any action to evidence its ownership of the Transaction Shares and what any 

such action would have been and whether and when it was taken.

RESPONSE: The Share Purchase Agreements with the various Goodman entities 

entitled 18920 to the preferred shares which carried mandatory redemption rights. 

18290 initiated payment of $10 million to Goodman Networks around March 9 or 

10, 2022.

• This answer does not address the questions posed in the interrogatory. It does 

not definitively state whether 18920 had actually paid for the shares; it does not 

state whether 18920 believed in need to pay for the shares in order to own them; 

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it does not state whether any steps had then been taken for 18920 to take any 

action to evidence its ownership of the shares; and it does not state what any 

such action would have been and whether and when it was taken.

INTERROGATORY NO. 9. At the time of the Redemption Notice, what was the 

factual basis for the statement in the Redemption Notice that the “Preferred Shares 

are subject to mandatory redemptions at their liquidation value on a quarterly 

basis?”

RESPONSE: 18920 relied on conversations it had with Frinzi and Goodman, and 

documents produced by Goodman as part of negotiating the Share Purchase 

Agreements, including but not limited to Stock Purchase Procedures, provided that 

indicated preferred shares were subject to mandatory redemptions.

• On its face, this answer is incomplete by virtue of include the phrase “included 

but not limited to”.

INTERROGATORY NO. 10. Explain all investigation, analysis, examination, or 

due diligence undertaken by You or undertaken on Your behalf prior to sending the 

Redemption Notice and with respect to the right or option of redemption referenced 

therein, including by identifying any persons involved in any such investigation, 

identifying communications you may have had with any person regarding the same, 

identifying any analysis of the same performed by any person, and identifying any 

document reviewed or relied on in any such investigation in Your production to the 

Trustee in response to his Requests for Production served concurrently herewith.

RESPONSE: 18920’s counsel had several communications with Frinzi and 

Goodman, and reviewed documents produced by Goodman as part of negotiating 

the Share Purchase Agreements, including but not limited to, Stock Purchase 

Procedures provided that indicated preferred shares were subject to mandatory 

redemptions.

• On its face, this answer is incomplete by virtue of include the phrase “included 

but not limited to”. It also does not identify individuals by name; it does not 

identify communications by date and participants; it does not disclose any 

analysis; and it does not specifically identify any documents.

INTERROGATORY NO. 15. What value or return consideration did You 

provide to the Debtor or GNET for the Redemption Notice, Promissory Note, 

Settlement Agreement, and any of the transfers or payments the subject of 

Interrogatory No. 2? Your answer should explain both the nature and the amount 

of such value, and the date(s) on which it was given.

RESPONSE: 18920 paid $10 million for the preferred shares pursuant to the Share 

Purchase Agreements with the three Goodman entities.

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• This answer only purports to address what consideration 18920 gave for the 

shares. It does not address what consideration 18920 gave for Redemption 

Notice, Promissory Note, Settlement Agreement, and any of the transfers or 

payments the subject of Interrogatory No. 2. Nor does it explain both the nature 

and the amount of such value, and the date(s) on which it was given.

INTERROGATORY NO. 17. Was the Promissory Note ever signed? If so, but a 

signed version thereof is not produced to the Trustee pursuant to his Requests for 

Production served concurrently herewith, explain Your understanding of what 

happened to the signed version of the same. 

RESPONSE: Yes. The Promissory Note was signed. See the February 10, 2023 

deposition testimony of 18920’s corporate representative, Steven Zakharyayev, at 

38:14–21, 39:1–15, 39:21–40:2.

• To date, 18920 has not produced a signed copy of the Promissory Note, so it is 

unclear whether more information is required in response to the latter part of 

this inquiry.

42. These answers are insufficient for the reasons stated above, so the Court should 

compel the Defendants to give complete answers.

E. THE COURT SHOULD ORDER THE INDIVIDUAL DEFENDANTS TO RESPOND TO 

DISCOVERY IRRESPECTIVE OF WHETHER 18920 MIGHT ALSO POSSESS RESPONSIVE 

INFORMATION

43. In response to numerous interrogatories and requests for production, including the 

interrogatories they refused to answer based on privilege, Zakharyayev and Pinkhasova assert that 

discovery would be better obtained through 18920. But they do not “possess the unilateral ability 

to dictate the scope of discovery based on their own view of the parties’ respective theories of the 

case.” See Sentis Group, Inc. v. Shell Oil Co., 763 F.3d 919, 925 (8th Cir. 2014) (citing Fed. R. 

Civ. P. 26(b)(1)). Generally speaking, “[p]arties may obtain discovery regarding any 

nonprivileged matter that is relevant to any party’s claim or defense and proportional to the needs 

of the case ....” Fed. R. Civ. P. 26(b)(1). Zakharyayev and Pinkhasova “cannot, by their sole 

insistence, declare evidence undiscoverable and irrelevant merely because it does not fit into their 

own theory of the case.” Sentis Group v. Shell Oil 763 F.3d at 925; cf. Keybank Nat’l Ass’n v. 

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Perkins Rowe Assocs., No. 09-497-JJB-SCR, 2011 U.S. Dist. LEXIS 37791, at *7 (M.D. La. Apr. 

6, 2011) (citing Davidson v. Goord, 215 F.R.D. 73, 77 (W.D.N.Y. 2003)) (“a party may not simply 

refuse to respond to a party’s discovery request on the grounds that the party already has the 

information.”).

44. The Court should overrule this objection and compel Zakharyayev and Pinkhasova 

to answer the relevant interrogatories and produce responsive documents.

F. THE COURT SHOULD ORDER THE DEFENDANTS TO PRODUCE DOCUMENTS AND 

INFORMATION RELATED TO SUBSEQUENT TRANSFERS 

45. The Defendants have refused to produce documents and information related to 

subsequent transfers pursuant to the following requests and responses:

REQUEST FOR PRODUCTION NO. 13 [to Zakharyayev]. Any tax Document 

from 18920 to You, including any Kl, K2, W2. or other tax form, and all 

Communications regarding or related to the same.

RESPONSE: Zakharyayev objects to this request to the extent it seeks documents 

protected from disclosure by the attorney client or work product privileges. 

Zakharyayev also objects to this request as overbroad and that it lacks specificity 

as to the documents requested. Zakharyayev further objects to this request as it 

seeks documents that are not relevant nor reasonably calculated to lead to the 

discovery of admissible evidence.

REQUEST FOR PRODUCTION NO. 14 [to Zakharyayev]. All Documents 

and Communications related to, regarding, or referencing any Transfer from 18920 

to You at any time since March 1, 2022, including any loan, distribution, dividend, 

or payment.

RESPONSE: Zakharyayev objects to this request to the extent it seeks documents 

protected from disclosure by the attorney client or work product privileges. 

Zakharyayev further objects 7 to this request as it seeks documents that are not 

relevant nor reasonably calculated to lead to the discovery of admissible evidence.

REQUEST FOR PRODUCTION NO. 18 [to Zakharyayev]. All Documents 

and Communications reflecting, referring to, regarding, calculating, or evidencing 

any investment, acquisition, or other Transfer made by 18920 from any of the funds 

paid pursuant to the Redemption Notice, Promissory Note, or Settlement 

Agreement.

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RESPONSE: Zakharyayev objects to this request to the extent it seeks documents 

protected from disclosure by the attorney client or work product privileges. 

Zakharyayev also objects to this request as overbroad. Zakharyayev also objects to 

the extent the request seeks documents outside of his possession, custody, or 

control, that are better suited to obtain through requests to 18920. See 18920 Obj. 

& Resp. to Trustee’s 1st RFPs at RFP No. 25.

REQUEST FOR PRODUCTION NO. 13 [to Pinkhasova]. Any tax Document 

from 18920 to You, including any Kl, K2, W2. or other tax form, and all 

Communications regarding or related to the same.

RESPONSE: Pinkhasova objects to this request to the extent it seeks documents 

protected from disclosure by the attorney client or work product privileges. 

Pinkhasova also objects to this request as overbroad and that it lacks specificity as 

to the documents requested. Pinkhasova further objects to this request as it seeks 

documents that are not relevant nor reasonably anticipated to lead to the discovery 

of admissible evidence.

REQUEST FOR PRODUCTION NO. 14 [to Pinkhasova]. All Documents and 

Communications related to, regarding, or referencing any Transfer from 18920 to 

You at any time since March 1, 2022, including any loan, distribution, dividend, or 

payment.

RESPONSE: Pinkhasova objects to this request to the extent it seeks documents 

protected from disclosure by the attorney client or work product privileges.

REQUEST FOR PRODUCTION NO. 19 [to Pinkhasova]. All Documents and 

Communications reflecting, referring to, regarding, calculating, or evidencing any 

investment, acquisition, or other Transfer made by 18920 from any of the funds 

paid pursuant to the Redemption Notice, Promissory Note, or Settlement 

Agreement.

RESPONSE: Pinkhasova objects to this request to the extent it seeks documents 

protected from disclosure by the attorney client or work product privileges. 

Pinkhasova also objects to this request as overbroad. Pinkhasova also objects to the 

extent the request seeks documents outside of her possession, custody, or control, 

that are better suited to obtain through requests to the 18920 entity. Subject to the 

foregoing, Pinkhasova does not have any of these documents in her individual 

capacity. See documents produced by 18920.

INTERROGATORY NO. 1 [to 18920]. Identify all of the bank accounts 

currently held in Your name or for Your benefit and any such bank accounts held 

at any time since October 1, 2021. The foregoing includes the name of the bank, 

the account number, and the holder of the account.

RESPONSE: 18920 objects to this request as overbroad, unduly burdensome, and 

harassing. 18920 also objects to this request to the extent it seeks documents not 

relevant nor reasonably anticipated to lead to the discovery of admissible evidence. 

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Subject to the foregoing, 18920 had a single Bank of America account, which was 

ultimately closed by Bank of America and for which there is no longer access.

INTERROGATORY NO. 14 [to 18920]. What did You do with any funds the 

subject of Interrogatory No. 2 and No. 13 if any portion thereof is no longer held 

by You? Your answer should include: any payments or Transfers made pursuant to 

any of the Purchase Agreements, including the dates and amounts thereof and the 

transferees thereof; any payments or Transfers made to acquire any assets or 

property, including investments, from such funds. including the dates of any such 

transfers, the amounts thereof, and the purpose thereof; and any Transfer of any 

such funds from You to Zakharyayev or Pinkhasova, including the dates of any 

such transfers, the amounts thereof, and the purpose thereof.

RESPONSE: 18920 objects to this request as overly broad. 18920 also objects to 

this request in that it seeks information that is not relevant nor reasonably calculated 

to lead to the discovery of admissible evidence.

INTERROGATORY NO. 16 [to 18920]. Have you sold, transferred, or otherwise 

conveyed any property of Yours at any time since March 9, 2022, outside of the 

ordinary course of business, and. if so. when. to whom, for what, and why?

RESPONSE: 18920 objects to this request as overly broad. 18920 also objects to 

this request in that it seeks information that is not relevant nor reasonably calculated 

to lead to the discovery of admissible evidence.

INTERROGATORY NO. 18 [to 18920]. Have you pledged any of Your property 

as collateral for any loan or obligation at any time and, if so, when, to whom, for 

what, and why?

RESPONSE: 18920 objects to this request as overly broad and vague as to the 

information requested. 18920 also objects to this request in that it seeks information 

that is not relevant nor reasonably calculated to lead to the discovery of admissible 

evidence.

REQUEST FOR PRODUCTION NO. 1 [to 18920]. Any and all bank statements 

for any bank accounts held in Your name or for Your benefit since January 1, 2021 

through the present.

RESPONSE: 18920 objects to this request as overbroad, unduly burdensome, and 

harassing. 18920 also objects to this request to the extent it seeks documents not 

relevant nor reasonably anticipated to lead to the discovery of admissible evidence. 

Subject to the foregoing, none.

REQUEST FOR PRODUCTION NO. 3 [to 18920]. Each of your Financial 

Documents for any period of time beginning January 1, 2021.

RESPONSE: 18920 objects to this request as overbroad and lacks specificity. 

18920 also objects to this request to the extent it seeks documents not relevant nor 

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reasonably anticipated to lead to the discovery of admissible evidence. Subject to 

the foregoing, none.

REQUEST FOR PRODUCTION NO. 4 [to 18920]. Each tax return filed by You 

at any time since January 1, 2021 with any taxing authority, including any Kl, K2. 

or W2 issued by You.

RESPONSE: 18920 objects to this request as overbroad. 18920 also objects to this 

request to the extent it seeks documents not relevant nor reasonably anticipated to 

lead to the discovery of admissible evidence.

REQUEST FOR PRODUCTION NO. 23 [to 18920]. All Documents and 

Communications relating to, referring to. or evidencing any Transfer by You of any 

property to Zakharyayev since January 1, 2021, including by way of loan, dividend, 

distribution, or reimbursement.

RESPONSE: 18920 objects to this request to the extent it seeks documents that are 

protected from disclosure by the attorney client, work product, common interest, or 

joint defense privileges. 18920 also objects to this request as overbroad. 18920 also 

objects that this request seeks document that are not relevant nor reasonably 

calculated to lead to the discovery of admissible evidence.

REQUEST FOR PRODUCTION NO. 24 [to 18920]. All Documents and 

Communications relating to, referring to, or evidencing any Transfer by You of any 

property to Pinkhasova since January 1, 2021, including by way of loan, dividend, 

distribution, or reimbursement.

RESPONSE: 18920 objects to this request to the extent it seeks documents that are 

protected from disclosure by the attorney client, work product, common interest, or 

joint defense privileges. 18920 also objects to this request as overbroad. 18920 also 

objects that this request seeks document that are not relevant nor reasonably 

calculated to lead to the discovery of admissible evidence.

REQUEST FOR PRODUCTION NO. 25 [to 18920]. All Documents and 

Communications relating to, referring to, or evidencing any Transfer or investment 

You made from any of the funds received from the Debtor or GNET, including 

pursuant to the Settlement Agreement, including any such Transfer to Goodman, 

GDMN, JJC, or People, and including any assets You purchased, investments you 

acquired, or transfers to any person for any reason You made from such funds.

RESPONSE: 18920 objects to this request to the extent it seeks documents that are 

protected from disclosure by the attorney client, work product, common interest, or 

joint defense privileges.

46. The Federal Rules broadly allow parties to “obtain discovery regarding any 

nonprivileged matter that is relevant to any party’s claim or defense and proportional to the needs 

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of the case.” Fed. R. Civ. P. 26(b)(1). “That a requested document or information will not be

admissible or relevant to the merits of a claim or defense is not a proper objection to discovery of 

the document or information under the Federal Rules if the discovery request is reasonably 

calculated to lead to the discovery of admissible evidence.” Heller, 303 F.R.D. at 489. The 

Supreme Court has elucidated the scope of discovery as follows:

The key phrase in this definition [referring to a prior but materially similar version 

of rule 26]—”relevant to the subject matter involved in the pending action”—has 

been construed broadly to encompass any matter that bears on, or that reasonably 

could lead to other matter that could bear on, any issue that is or may be in the case. 

See Hickman v. Taylor, 329 U.S. 495, 501, 67 S.Ct. 385, 388, 91 L.Ed. 451 (1947).

Consistently with the notice-pleading system established by the Rules, discovery is 

not limited to issues raised by the pleadings, for discovery itself is designed to help 

define and clarify the issues. Id., at 500–501, 67 S.Ct. at 388. Nor is discovery 

limited to the merits of a case, for a variety of fact-oriented issues may arise during 

litigation that are not related to the merits.

Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 (1978) (emphasis added).

47. The Fifth Circuit has also observed—albeit in a slightly different context, that “‘As 

a general rule, the use of John Doe to identify a defendant is not favored. However, ... plaintiff 

should be given an opportunity through discovery to identify the unknown defendants ....” Colle 

v. Brazos Cty., Tex., 981 F.2d 237, 243 n. 20 (5th Cir. 1993) (quoting Gillespie v. Civiletti, 629 

F.2d 637, 642 (9th Cir. 1980)); see also Smythe v. Does 1 – 10, CV 15-4801-R, 2015 WL 

12819173, *2 (C.D. Cal. Sept. 25, 2015) (“information, the purpose of which is to identify 

potential defendants, is permissibly discoverable”).

48. The purpose of this litigation is to recover money and property the Debtor 

transferred to 18920, and the Trustee has reason to believe 18920 no longer possesses all that 

money and property. The Bankruptcy Code allows the Trustee to recover the money and property 

not only from 18920, but also from any subsequent transferee. 11 U.S.C. § 550. Furthermore, 

TUFTA empowers the Trustee to seek equitable remedies such as injunctive relief to prevent 

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further dissipation of recoverable property. Tex. Bus. & Comm. Code § 24.008. Under the 

circumstances, information concerning subsequent transfers and transferees is discoverable, and 

the Court should compel the Defendants to provide all such information the Trustee has requested.

G. THE COURT SHOULD ORDER THE DEFENDANTS TO CONDUCT AN APPROPRIATE 

INVESTIGATION

49. In response to the Trustee’s requests for production, the Defendants frequently 

claim no responsive documents exist. Indeed, they only produced 79 documents, many of which 

are duplicative. So it bears repeating that, “‘[i]n responding to [Rule 34] discovery requests, a 

reasonable inquiry must be made, and if no responsive documents or tangible things exist, FED. 

R. CIV. P. 26(g)(1), the responding party should so state with sufficient specificity to allow the

Court to determine whether the party made a reasonable inquiry and exercised due diligence.’” 

Heller, 303 F.R.D. at 485. The Defendants must amend their written responses to elucidate the 

nature and extent of their investigation, particularly where they claim not to have responsive 

documents.

IV. REQUEST FOR SANCTIONS

50. There are two provisions that govern sanctions in this situation, both of which are 

mandatory. The first is located in rule 26, which provides in relevant part as follows:

(1) Signature Required; Effect of Signature. Every ... discovery request, response, 

or objection must be signed by at least one attorney of record in the attorney’s own 

name.... By signing, an attorney ... certifies that to the best of the person’s 

knowledge, information, and belief formed after a reasonable inquiry:

* * *

(B) with respect to a discovery request, response, or objection, it is:

(i) consistent with these rules and warranted by existing law or by a 

nonfrivolous argument for extending, modifying, or reversing existing law, 

or for establishing new law;

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(ii) not interposed for any improper purpose, such as to harass, cause 

unnecessary delay, or needlessly increase the cost of litigation; and

(iii) neither unreasonable nor unduly burdensome or expensive, considering 

the needs of the case, prior discovery in the case, the amount in controversy, 

and the importance of the issues at stake in the action.

* * *

(3) Sanction for Improper Certification. If a certification violates this rule without 

substantial justification, the court, on motion or on its own, must impose an 

appropriate sanction on the signer, the party on whose behalf the signer was acting, 

or both. The sanction may include an order to pay the reasonable expenses, 

including attorney’s fees, caused by the violation.

Fed. R. Civ. P. 26(g) (emphasis added). The second is found in rule 37, which provides in relevant 

part as follows:

(3) Specific Motions.

* * *

(B) To Compel a Discovery Response. A party seeking discovery may move for 

an order compelling an answer, designation, production, or inspection. This 

motion may be made if:

* * *

(iv) a party fails to produce documents or fails to respond that inspection 

will be permitted—or fails to permit inspection—as requested under Rule 

34.

* * *

(4) Evasive or Incomplete Disclosure, Answer, or Response. For purposes of this 

subdivision (a), an evasive or incomplete disclosure, answer, or response must be 

treated as a failure to disclose, answer, or respond.

(5) Payment of Expenses; Protective Orders.

(A) If the Motion Is Granted (or Disclosure or Discovery Is Provided After 

Filing). If the motion is granted—or if the disclosure or requested discovery is 

provided after the motion was filed—the court must, after giving an 

opportunity to be heard, require the party or deponent whose conduct 

necessitated the motion, the party or attorney advising that conduct, or both to 

pay the movant’s reasonable expenses incurred in making the motion, including 

attorney’s fees. But the court must not order this payment if:

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(i) the movant filed the motion before attempting in good faith to obtain the 

disclosure or discovery without court action;

(ii) the opposing party’s nondisclosure, response, or objection was 

substantially justified; or

(iii) other circumstances make an award of expenses unjust.

Fed. R. Civ. P. 37(a)(3)-(5) (emphasis added).

51. Submitting responses to the Trustee’s discovery requests in violation of the federal 

rules and Heller was not substantially justified. The Defendants’ refusal to comply with Heller

after the Trustee brought it to their attention certainly was not substantially justified. The Heller

opinion makes clear that including general, boilerplate objections and purporting to answer 

interrogatories and produce documents “subject to” objections is not only impermissible; it “is not 

warranted by existing law” and “has no basis at all in the Federal Rules of Civil Procedure.” 

Heller, 303 F.R.D. at 484, 487. Nevertheless, the Trustee provided the Defendants an opportunity 

to amend their responses without involving the Court in the dispute. But they refused. That refusal 

was not substantially justified, so the Court must award sanctions.

52. Furthermore, because the Trustee has attempted in good faith to obtain this 

discovery without involving the Court, and because the Defendants lack any reasonable 

justification for their discovery failures, the Court should award the Trustee his reasonable 

attorney’s fees incurred in preparing and prosecuting this Motion. Fed. R. Civ. P. 37(a)(5)(A). 

Should the Court determine at the hearing on the Motion that an award of attorney’s fees to the 

Trustee is appropriate, the Trustee respectfully requests that the Court set a further hearing on same 

for the Trustee to prove up the amount of such fees.

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V. PRAYER

WHEREFORE, PREMISES CONSIDERED, Dixon respectfully requests that the Court 

enter an order granting the Motion and providing the Trustee such other and further relief to which 

he may be justly entitled at law or in equity.

 RESPECTFULLY SUBMITTED this 21st day of June, 2024.

MUNSCH HARDT KOPF & HARR, P.C.

/s/ Julian P. Vasek

Davor Rukavina, Esq.

Tex. Bar No. 24030781

Julian P. Vasek, Esq.

Tex. Bar No. 24070790

500 N. Akard St., Ste. 4000

Dallas, Texas 75201

214-855-7500

drukavina@munsch.com

jvasek@munsch.com

COUNSEL FOR SCOTT M. SEIDEL, 

CHAPTER 7 TRUSTEE

CERTIFICATE OF SERVICE

The undersigned hereby certifies that, on this the 21st day of June, 2024, true and correct 

copies of this document were electronically served by the Court’s ECF system on parties entitled 

to notice thereof, including on 18920, Zakharyayev, and Pinkhasova through Michael Cancienne 

and Joseph Golinkin, their counsel of record.

/s/ Julian P. Vasek

Julian P. Vasek

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