52340531.8 

4879-0685-1797.1 

Carmen Contreras-Martinez (admitted pro hac vice) 

SAUL EWING LLP 

701 Brickell Avenue, Suite 1700 

Miami, FL 33131 

(305) 428-4500 

carmen.contreras-martinez@saul.com 

-andTurner N. Falk (admitted pro hac vice) 

SAUL EWING LLP 

Centre Square West 

1500 Market Street, 38th Floor 

Philadelphia, PA 19102-2186 

(215) 972-8415 

turner.falk@saul.com 

Counsel to Funderz.Net, LLC

Michael W. Bishop 

Texas Bar No. 02354860 

Amber M. Carson 

Texas Bar No. 24075610 

GRAY REED 

1601 Elm Street, Suite 4600 

Dallas, Texas 75201 

(214) 954-4135 

mbishop@grayreed.com 

acarson@grayreed.com 

Counsel to Funderz.Net, LLC

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

In re: 

DENNIS JAMES ROGERS II, 

Debtor. 

 

(Chapter 7) 

Case No. 22-30500-SWE 

AREYA HOLDER AURZADA, CHAPTER 

7 TRUSTEE FOR THE BANKRUPTCY 

ESTATE OF DENNIS JAMES ROGERS II 

Plaintiff, 

v. 

FUNDERZ.NET, LLC 

Defendant. 

 

Adv. Pro. No. 24-03028-SWE 

MEMORANDUM IN SUPPORT OF DEFENDANT’S MOTION TO DISMISS

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TABLE OF CONTENTS 

Page 

INTRODUCTION .......................................................................................................................... 1 

JURISDICTION AND VENUE ..................................................................................................... 5 

RELEVANT BACKGROUND ...................................................................................................... 5 

ARGUMENT .................................................................................................................................. 6 

A. Motion to Dismiss Standard ........................................................................................... 6 

B. The Amended Complaint Does Not Plead a Transfer of the Debtor’s Property .... 7 

1. The Amended Complaint Pleads that Non-Debtors Made the Transfers out of Their 

Accounts ................................................................................................................................. 7 

2. Under Texas Law an Alter Ego Finding Merely Extends the Parties Liable for the 

Debtor’s Debts, It Does Not Merge the Companies into the Debtor ...................................... 8 

C. The Actual Fraud Claims are Inadequately Pled ...................................................... 10 

1. The Trustee Pleads No Badges of Fraud ....................................................................... 10 

2. The Trustee Does Not Adequately Plead a Ponzi Scheme ........................................... 12 

D. The Constructive Fraud Claims Fail Because the Amended Complaint Alleges 

the Transfers Were Made for Reasonably Equivalent Value ........................................... 15 

E. Funderz Received the Transfers in Good Faith and For Value ............................... 18 

F. Recovery of the Alleged Transfers under Section 550 Fails because Funderz was 

the Subsequent Transferee of the Transfers ....................................................................... 19 

G. The Unjust Enrichment Claim Is Unavailing ............................................................. 20 

1. The Transfers Were Made on Account of a Contract, so the Trustee Cannot Recover in 

Quasi-Contract ...................................................................................................................... 20 

2. The Amended Complaint Alleges That the Debtor Committed Inequitable Conduct 

That Bars Equitable Recovery .............................................................................................. 21 

H. The Trustee Cannot Recover Attorney’s Fees Because There is No TUFTA 

Proceeding and Recovery is Set by Section 550 ................................................................. 22 

CONCLUSION ............................................................................................................................. 24 

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TABLE OF AUTHORITIES 

FEDERAL CASES

American Cancer Soc’y v. Cook, 675 F.3d 524 (5th Cir. 2012) ................................................9, 10 

Ashcroft v. Iqbal, 556 U.S. 662 (2009) ............................................................................................3 

Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) ............................................................................3 

Bustamante v. Johnson (In re McConnell), 934 F.2d 662 (5th Cir. 1991) ......................................7 

Floyd v. CIBC World Markets, Inc., 426 B.R. 622 (S.D. Tex. 2009) ............................................15 

Frank v. Ward (In re Ward), 557 B.R. 508 (Bankr. N.D. Tex. 2016) .............................................5 

Gardemal v. Westin Hotel Co., 186 F.3d 588 (5th Cir. 1999) .........................................................6 

In Life Partners Holding, Inc. v. Cowley, 926 F.3d 103 (5th Cir. 2019) .........................................7 

Janvey v. Alguire, 647 F.3d 585 (5th Cir. 2011)..............................................................................8 

Janvey v. Brown, 767 F.3d 430, 439-44 (5th Cir. 2014) ................................................................15 

Jimmy Swaggart Ministries v. Hayes (In re Hannover Corp.), 310 F.3d 796 (5th Cir. 2002) ......13 

Matter of Larson, 862 F.2d 112, 119 (7th Cir. 1988) ....................................................................16 

Mendiono v. Centinela Hosp. Med. Ctr., 521 F.3d 1097 (9th Cir. 2008) ........................................3 

Osherow v. Charles (In re Wolf), No. 15-31477-HCM, 2016 WL 4940198 (Bankr. W.D. Tex. 

Sept. 15, 2016) .........................................................................................................................13 

Quilling v. Schonsky, 247 F. App'x 583 (5th Cir. 2007) ..................................................................9 

Richardson v. Alaska Airlines, Inc., 750 F.2d 763 (9th Cir. 1984) ................................................18 

Rogers v. McDorman, 521 F.3d 381 (5th Cir. 2008) .....................................................................15 

S.E.C. v. Res. Dev. Int'l, LLC, 487 F.3d 295 (5th Cir. 2007) .........................................................11 

Sherman v. OTA Franchise Corp. (In re Essential Fin. Educ., Inc.), 629 B.R. 401 (Bankr. N.D. 

Tex. 2021) ................................................................................................................................10 

Soza v. Hill (In re Soza), 542 F.3d 1060 (5th Cir. 2008) .................................................................7 

Stripling v. Jordan Prod. Co., LLC, 234 F.3d 863 (5th Cir. 2000)..................................................4 

Taubenfeld v. Hotels.com, 385 F. Supp. 2d 587 (N.D. Tex. 2004)..................................................4 

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Westgate Vacation Villas, Ltd. v. Tabas (In re Intl. Pharmacy & Discount II, Inc.), 443 F.3d 767 

(11th Cir. 2005) ........................................................................................................................17 

Yaquinto v. Segerstrom (In re Segerstrom), 247 F.3d 218 (5th Cir. 2001) ...................................16 

STATE CASES

Bowman v. El Paso CGP Co., 431 S.W. 3d 781 (Tex. App. 2014) ...............................................10 

Fortune Prod. Co. v. Conoco, Inc., 52 S.W.3d 671 (Tex. 2000) ...................................................14 

Gentry v. Credit Plan Corp., 528 S.W.2d 571 (Tex.1975) ..............................................................6 

Hahn v. Love, 321 S.W.3d 517 (Tex. App.—Houston [1st Dist.] 2009, pet. denied) ...................13 

Janvey v. Golf Channel, Inc., 487 S.W.3d 560 (Tex. 2016) ..........................................................13 

Lucas v. Tex. Indus., Inc., 696 S.W.2d 372 (Tex. 1984)..................................................................6 

Matthews Const. Co. v. Rosen, 796 S.W.2d 692 (Tex. 1990) .........................................................6 

State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399 (Tex. 2023) ...........................................6 

FEDERAL STATUTES

11 U.S.C. § 544(b) .........................................................................................................................17 

11 U.S.C. §§ 544(b)(1) ................................................................................................................2, 3 

11 U.S.C. § 548(a)(1)(B) .................................................................................................................2 

11 U.S.C. § 550(a) ...........................................................................................................................2 

11 U.S.C. § 550(b) .........................................................................................................................14 

28 U.S.C. §§ 157 and 1334 ..............................................................................................................2 

28 U.S.C. § 157(b) ...........................................................................................................................2 

28 U.S.C. §§ 1408 and 1409 ............................................................................................................2 

11 U.S.C. § 548(a)(1)(A) .................................................................................................................2 

Bankruptcy Code § 544 .........................................................................................................4, 7, 17 

Bankruptcy Code § 548 .............................................................................................................7, 13 

Bankruptcy Code § 548(1)(B)(i) ....................................................................................................10 

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Bankruptcy Code § 548(a)(1) ..........................................................................................................4 

Bankruptcy Code § 548(d)(2)(A)...................................................................................................10 

Bankruptcy Code § 550 .....................................................................................................14, 16, 18 

Fed. R. Bankr. P. 7012 .....................................................................................................................1 

Fed. R. Civ. P. 9, 12 .........................................................................................................................2 

Fed. R. Civ. P. 9(b) ..................................................................................................................7, 8, 9 

Fed. R. Civ. P. 12(b)(6)....................................................................................................................3 

STATE STATUTES

Comm. Code § 24.005(a) .................................................................................................................4 

Comm. Code § 24.005(a)(1) ..................................................................................................3, 7, 12 

Comm. Code § 24.005(a)(2) ......................................................................................................3, 10 

Comm. Code § 24.005(b).................................................................................................................7 

Texas Uniform Fraudulent Transfer Act..........................................................................................7 

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Funderz.net, LLC (“Funderz”), a limited liability company organized under the laws of the 

state of New York, files this memorandum in support of its motion to dismiss the Amended 

Complaint to Avoid and Recover Fraudulent Transfers [Docket No. 20] (the “Amended 

Complaint”) filed by Areya Holder Aurzada, Chapter 7 Trustee for the Bankruptcy Estate of 

Dennis James Rogers II (the “Trustee” or “Plaintiff”), pursuant to Rule 12(b)(6) of the Federal 

Rules of Civil Procedure, applicable herein through Rule 7012(b) of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”) and respectfully states as follows: 

INTRODUCTION 

1. Funderz was duped by debtor Dennis James Rogers II (the “Debtor”) into lending 

him and his affiliated companies $10 million on account of a non-existent business operation 

selling fuel contracts. The Debtor and his companies repaid up to $11.5 million (the “Transfers”) 

on account of the loan principal and interest, but Funderz is still owed millions of dollars. The 

Debtor similarly duped a number of other persons into giving him and his businesses money. In 

fact, no business operations ever began, and the Debtor and his companies continued their fraud 

until the Debtor found himself on the receiving end of an involuntary bankruptcy petition. 

2. The Trustee filed a Complaint against Funderz seeking to recover the loan proceeds 

and contractual fees and interest paid to Funderz by mischaracterizing Funderz as an “investor” in 

a Ponzi scheme. The Complaint did not allege a Ponzi scheme, or other actual fraud. The partial 

repayment of a valid loan according to its terms provided the Debtor with reasonably equivalent 

value, and cannot be avoided. After Funderz filed a motion to dismiss the Complaint, the Trustee 

filed the Amended Complaint, which did not correct the deficiencies in the initial Complaint. 

Instead, the Amended Complaint improperly conflates ordinary lending with Ponzi scheme 

investment and misreads applicable case law. 

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JURISDICTION AND VENUE 

3. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334. 

This matter is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper pursuant to 28 

U.S.C. §§ 1408 and 1409. The statutory predicates for the relief sought herein are sections 544, 

548 and 550 of title 11 of the United States Code (the “Bankruptcy Code”), Fed. R. Civ. P. 9, 12 

and Fed. R. Bankr. P. 7012. Funderz confirms its consent to the entry of a final order in this matter. 

RELEVANT BACKGROUND 

4. On March 22, 2022, (the “Petition Date”) an involuntary petition was filed against 

the Debtor under Chapter 7 of the Bankruptcy Code. On March 28, 2022, this Court entered an 

order for the United States Trustee to appoint an interim Chapter 7 Trustee (Dkt. No. 16). 

Thereafter, the Trustee was appointed as the interim Chapter 7 Trustee. On April 26, 2022, this 

Court entered an order for relief against the Debtor under Chapter 7 (Dkt. No. 33). The Trustee 

continues to serve as the permanent Chapter 7 Trustee. 

5. On April 26, 2024, the Trustee filed the Complaint, commencing the instant 

adversary proceeding. 

6. Funderz filed a motion to dismiss on June 6, 2024. (Adv. Dkt. Nos. 5, 6). 

7. The Trustee filed the Amended Complaint on July 22, 2024. (Adv. Dkt. No. 20). 

8. The Amended Complaint alleges that in 2019, Funderz, loaned $10 million to the 

Debtor’s company OMTC, Inc. (“OMTC”) personally guaranteed by the Debtor. Am. Compl. ¶ 

19. On account of interest, fees and principal, the Debtor and his companies allegedly repaid $11.5 

million to Funderz (the “Transfers”) within four years of the petition date. At the time of the 

Transfers, Funderz was owed in excess of $15 million. 

9. The Amended Complaint makes seven requests for relief in Counts A-G, as 

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follows: 

A. Avoidance of Actual Fraudulent Transfers—11 U.S.C. § 548(a)(1)(A); 

B. Avoidance of Constructive Fraudulent Transfers—11 U.S.C. § 

548(a)(1)(B); 

C. Avoidance of Actual Fraudulent Transfers—Tex. Bus. & Comm. Code § 

24.005(a)(1) through 11 U.S.C. § 544(b)(1); 

D. Avoidance of Constructive Fraudulent Conveyances—Tex. Bus. & Comm. 

Code § 24.005(a)(2) through 11 U.S.C. § 544(b)(1); 

E. Recovery of Fraudulent Transfers—11 U.S.C. § 550(a); 

F. Unjust Enrichment; 

G. Attorney’s Fees. 

10. The Amended Complaint does not plead the dates or amounts of specific Transfers, 

or the party that made each Transfer, whether it was the Debtor or one of his affiliated companies. 

Instead, it alleges that aggregate amounts were transferred from certain bank accounts during 

certain date ranges. The Amended Complaint admits that it cannot document the entire $11.5 

million allegedly transferred. Am. Compl. ¶ 21. 

11. The Amended Complaint is legally and factually deficient and must be dismissed 

for the reasons discussed below. 

ARGUMENT 

A. Motion to Dismiss Standard 

12. Under Federal Rule 12(b)(6), a party may move to dismiss for failure to state a 

claim upon which relief may be granted. “To survive a motion to dismiss, a complaint must contain 

sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.” 

Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citation and internal quotation marks omitted). 

Dismissal is appropriate where “the complaint lacks a cognizable legal theory or sufficient facts 

to support a cognizable legal theory.” Mendiono v. Centinela Hosp. Med. Ctr., 521 F.3d 1097, 

1104 (9th Cir. 2008). “[W]here the well-pleaded facts do not permit the court to infer more than 

the mere possibility of misconduct, the complaint has alleged—but it has not ‘show[n]’—’that the 

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pleader is entitled to relief.’” Iqbal, 556 U.S. at 679 (quoting Fed. R. Civ. Proc. 8(a)(2)). 

13. A complaint “must provide ‘more than labels and conclusions’ or ‘a formulaic 

recitation of the elements of a cause of action.’” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 

(2007). “Nor can a complaint rest on ‘naked assertions’ devoid of ‘further factual enhancement.’” 

Iqbal, 556 U.S. at 678. While a court must consider the allegations contained in the plaintiff’s 

complaint as true, this rule “is inapplicable to legal conclusions.” Iqbal, 556 U.S. at 678. 

“Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, 

do not suffice.” Id. 

14. Dismissal of a complaint with prejudice is proper where a claim is insufficient as a 

matter of law, since amendment of the complaint would be futile. Taubenfeld v. Hotels.com, 385 

F. Supp. 2d 587, 592 (N.D. Tex. 2004) (citing Schiller v. Physicians Res. Grp., Inc., 342 F.3d 563, 

566 (5th Cir.2003)). Amendment is also futile when a potential “amended complaint would fail to 

state a claim upon which relief could be granted.” Stripling v. Jordan Prod. Co., LLC, 234 F.3d 863, 

873 (5th Cir. 2000). 

B. The Amended Complaint Does Not Plead a Transfer of the Debtor’s Property 

1. The Amended Complaint Pleads that Non-Debtors Made the Transfers out of Their 

Accounts 

15. Counts A, B, C, and D seek to avoid the Transfers as actually or constructively 

fraudulent. These claims require the Trustee to show the transfer “of an interest of the debtor in 

property” per Bankruptcy Code Section 548(a)(1) or a “transfer made or obligation incurred by a 

debtor” per Tex. Bus. & Comm. Code § 24.005(a), applicable pursuant to Bankruptcy Code 

Section 544. The Amended Complaint pleads that some or all of the Transfers were not made by 

the Debtor and were not property of the Debtor. 

16. The Amended Complaint identifies five businesses owned by the Debtor, including 

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Bootstrap Ventures, LLC (“Bootstrap”). Am. Compl. ¶ 10. The Amended Complaint alleges that 

these Debtor-affiliated companies “had 28 traditional banking accounts and another 20 brokerage 

accounts.” Am. Compl. ¶ 12. The Amended Complaint alleges that the Debtor did not make most 

of the Transfers: “Funderz was paid back from seven different accounts including two different 

Rogers’ personal accounts. The bulk of the Funderz’ repayments came from Bootstrap.” Am. 

Compl. ¶ 20. 

17. The Amended Complaint actually identifies only $10,190,524.00 in alleged 

Transfers; the remainder of the Transfers are not identified or pled in the Amended Complaint. 

Am. Compl. ¶ 21. 

18. The clumsy and imprecise allegations in the Amended Complaint do not identify 

how many transactions were made on account of the Transfers, or which entities made the alleged 

unpled Transfers not identified in paragraph 21, or how much money was transferred and on what 

date; Counts A through D should be dismissed entirely, and the Trustee must be required to replead the kind of specific facts that would allow Funderz to properly address the Trustee’s theory. 

19. Regardless, these averments demonstrate that the nondebtor companies, not the 

Debtor, made a substantial portion of the Transfers. Dismissal with prejudice is appropriate here, 

where the Amended Complaint affirmatively pleads facts showing that no transfer of Debtor 

property took place; no amendment can correct this factual deficiency. Counts A through D must 

be dismissed with prejudice as to any Transfer made by any person other than the Debtor. 

2. Under Texas Law an Alter Ego Finding Merely Extends the Parties Liable for the 

Debtor’s Debts, It Does Not Merge the Companies into the Debtor 

20. The Amended Complaint alleges that the Debtor and his companies should be 

considered alter egos of each other and de facto merged into one person under Texas law. Am. 

Compl. ¶ 13. 

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21. One bankruptcy court noted that “the vast majority of Texas and Fifth Circuit cases 

describe the result of an alter ego finding as an imposition of liability” but some describe alter ego 

as a de facto merger of the entities. Frank v. Ward (In re Ward), 557 B.R. 508, 516 n.9 (Bankr. 

N.D. Tex. 2016). The Ward court thoughtfully explained the different outcomes of these theories 

in a bankruptcy context: 

After reviewing the relevant jurisprudence, however, it appears that an alter 

ego finding can have one of two outcomes under Texas law: (1) the entities 

are no longer legally separate and all assets of the non-debtor entity are 

retroactively reclassified as property of the Debtor or the bankruptcy estate 

(this is the outcome posited by the Plaintiffs), or (2) the assets of the nondebtor entity may become liable for the payment of a specific debt owed by 

the Debtor (because alter ego is a remedy to assist in the collection of a 

proven debt against the Debtor), but the Debtor and the non-debtor remain 

legally distinct entities. 

Id., at 515–16. 

22. To say that the imposition-of-liability theory is supported by the “vast majority” of 

the case law is an understatement: the Supreme Court of Texas and the Fifth Circuit apply the 

theory. “Under Texas law the alter ego doctrine allows the imposition of liability on a corporation 

for the acts of another corporation when the subject corporation is organized or operated as a mere 

tool or business conduit.” Gardemal v. Westin Hotel Co., 186 F.3d 588, 593 (5th Cir. 1999) (citing 

Hall v. Timmons, 987 S.W.2d 248, 250 (Tex.App.—Beaumont 1999, no writ)); Lucas v. Tex. 

Indus., Inc., 696 S.W.2d 372, 374 (Tex. 1984) (“Generally, a court will not disregard the corporate 

fiction and hold a corporation liable for the obligations of its subsidiary...”).1

1

 To the extent that Matthews Const. Co. v. Rosen, 796 S.W.2d 692 (Tex. 1990) includes language suggesting 

a de facto merger theory, that court was addressing the application of a statute of limitations where underlying liability 

by the primary actor had already been found. That is a substantially different question than in the instant case and 

merely repeated established precedent: “In Gentry v. Credit Plan Corp., 528 S.W.2d 571 (Tex.1975), we held that suit 

against a corporation tolls limitations as to the alter ego of the corporation.” Id. at 693. 

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23. Under binding Texas law, as applied in binding Fifth Circuit precedent, an alter ego 

theory can serve to impose liability on a non-debtor once the debtor’s liability is established. An 

alter ego determination does not merge the various non-debtor entities into the debtor. 

24. The Debtor’s affiliated companies maintain their entity separateness even if this 

Court finds they are the Debtor’s alter egos. Any Transfers made by these non-Debtors are not 

transfers of the Debtor’s property and cannot be avoided. Counts A through D must be 

dismissed with prejudice. 

C. The Actual Fraud Claims are Inadequately Pled 

1. The Trustee Pleads No Badges of Fraud 

1. Counts A and C seek avoidance of the Transfers as actual fraudulent transfers under 

Bankruptcy Code Sections 544, 548 and Tex. Bus. & Comm. Code § 24.005(a)(1). The 

Trustee has the burden to prove the requisite fraudulent intent. Bustamante v. Johnson 

(In re McConnell), 934 F.2d 662, 665 n. 1 (5th Cir. 1991). To state a claim on either 

Count, the Trustee must allege sufficient “badges of fraud” applicable to the challenged 

transaction, including, 

(1) the lack or inadequacy of consideration; (2) the family, friendship, or 

close associate relationship between the parties; (3) the retention of 

possession, benefit or use of the property in question; (4) the financial 

condition of the party sought to be charged both before and after the 

transaction in question; (5) the existence or cumulative effect of the pattern 

or series of transactions or course of conduct after the incurring of debt, 

onset of financial difficulties, or pendency or threat of suits by creditors; 

The tolling of a statute of limitations is entirely consistent with the imposition-of-liability theory, since an 

extended statute of limitations permits the judgment creditor to pursue the alter ego once primary liability is 

established. 

Subsequent decisions by the Supreme Court of Texas apply the imposition-of-liability theory, not de facto 

merger. State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 419 (Tex. 2023) (court cannot “disregard corporate 

separateness or fuse the intermediaries with the German manufacturers based on alter ego or any other veil-piercing 

theory” to find jurisdiction). 

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and (6) the general chronology of events and transactions under inquiry. 

See Soza v. Hill (In re Soza), 542 F.3d 1060, 1067 (5th Cir. 2008) (citation omitted). The Texas 

Uniform Fraudulent Transfer Act (“TUFTA”) sets forth a substantially similar list of factors for 

determining actual intent. See Tex. Bus. & Comm. Code § 24.005(b). 

25. For a claim of actual fraud, the heightened pleading standard of Fed. R. Civ. P. 9(b) 

applies, and the Amended Complaint must contain factual allegations stating the “time, place, and 

contents of the false representations, as well as the identity of the person making the 

misrepresentation and what that person obtained thereby.” In Life Partners Holding, Inc. v. 

Cowley, 926 F.3d 103 (5th Cir. 2019) (quoting Tuchman v. DSC Commc’ns Corp., 14 F.3d 1061, 

1068 (5th Cir. 1994)). 

26. The Amended Complaint pleads none of these factors, and instead alleges they were 

absent. The Amended Complaint pleads that the Transfers were repayments for principal and 

contractual interest and fees on a loan where Funderz loaned $10 million; consideration was ample. 

Am. Compl. ¶ 19. The Amended Complaint alleges that Funderz is a third-party lender with no 

close association with the Debtor or his companies. See Am. Compl. ¶ 18. The Amended 

Complaint alleges that Funderz kept the Transfers and did not surreptitiously return them to the 

Debtor’s control. Am. Compl. ¶ 53. The Amended Complaint alleges that the financial condition 

and cumulative effect of the Transfers did not alter the Debtor’s behavior, but that he perpetuated 

an improper scheme both before and after the Transfers were made. Am. Compl. ¶ 45 (“the 

Transfers were premised on maintenance and perpetuation of a fraudulent scheme”). 

27. The general chronology of events in the Amended Complaint suggests nothing 

aside from a borrower who will not repay: Funderz loaned money pursuant to a promissory note 

and guarantee, the Debtor repaid some of the loan and refused to pay more until he was sued. Am. 

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Compl. ¶¶ 19-21. 

28. As discussed below, the Amended Complaint does not even plead that Funderz 

loaned money into a Ponzi scheme, and includes no facts to support the allegation that the Debtor 

“made payments solely to keep the Ponzi scheme alive.” Am. Compl. ¶ 28. 

29. These allegations are entirely insufficient to meet the normal pleading standard, and 

do not even begin to address the “time, place and false representations” with sufficient specificity 

to meet the Fed. R. Civ. P. 9(b) pleading standard. The Amended Complaint does not state a claim 

for an actual fraudulent transfer, since it alleges none of the badges of fraud. 

2. The Trustee Does Not Adequately Plead a Ponzi Scheme 

30. The Amended Complaint acknowledges that it does not plead actual fraud, but 

instead relies on the “Ponzi presumption.” Am. Compl. ¶ 22. The Trustee alleges that, if 

applicable, the Ponzi presumption establishes fraudulent intent. The Amended Complaint does 

not plead a Ponzi scheme, so the presumption does not arise.

31. The Fifth Circuit defines a Ponzi scheme specifically as a “fraudulent investment 

scheme in which money contributed by later investors generates artificially high dividends or 

returns for the original investors, whose example attracts even larger investments.” Janvey v. 

Alguire, 647 F.3d 585, 597 (5th Cir. 2011). The Ponzi presumption is applicable only to “classic” 

Ponzi schemes: “[I]n a classic Ponzi scheme, as new investments [come] in . . . some of the new 

money [is] used to pay earlier investors.” Id (quoting U.S. v. Setser, 568 F.3d 482, 486 (5th Cir. 

2009)). 

32. The Fifth Circuit held that no Ponzi scheme was established by an affidavit from 

the custodian of records alleging that, 

(1) investor funds constituted virtually all of [debtor] Giant's revenue; (2) 

those funds were commingled and used for personal and unauthorized 

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expenses; (3) Giant did not operate a profitable business outside of money 

received from new investors; (4) investor funds were used to pay “returns” 

to some investors; and (5) Giant used some of its funds to procure new 

investors. 

American Cancer Soc’y v. Cook, 675 F.3d 524, 527–28 (5th Cir. 2012). 

33. The Fifth Circuit stated that this testimony “is highly conclusory” and that the 

affidavit and supporting documents did not identify “any instance in which a single payment was 

made to an investor.” Id. at 528. For those reasons, the Ponzi presumption could not be applied. 

34. Here, the Amended Complaint alleges much less. It merely alleges that the Debtor 

induced people to give him money by promising nonexistent water rights and fuel contracts, and 

that some of those “investors” were paid with funds from other “investors.” Compl. ¶ 16. 

35. In fact, the Amended Complaint conflates three separate schemes. As described in 

the Debtor’s plea agreement for securities fraud, attached to the Amended Complaint as Exhibit 1, 

the Debtor was engaged in a scheme to sell oil and gas rights (the “Fuel Fraud”). See Am. Compl. 

Ex. 1 ¶¶ 3-7. The proceeds of the Fuel Fraud were not used to repay other investors, but were 

“diverted by Rogers to other business entities” to “purchase real estate and to pay Rogers’ personal 

expenses.” Id. at ¶¶ 5, 7. As pled, the Fuel Fraud was ordinary securities fraud, without a Ponzi 

scheme component. 

36. The Debtor’s plea agreement also describes a separate “third scheme” regarding 

water rights (the “Water Fraud”). Id. at ¶ 8. Only as to the Water Fraud, the Debtor pled that he 

used investor funds to repay other investors. Id. at ¶ 10. 

37. The Amended Complaint pleads that Funderz loaned money towards the Fuel 

Fraud, not the Water Fraud. Am. Compl. ¶ 19 (“Funderz agreed to provide funds to OMTC for 

the purchase of ultra-low sulfur diesel fuel”). 

38. The Amended Complaint identifies a number of purposed “investors” but does not 

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describe the amount they “invested” and whether that investment was part of the Fuel Fraud or the 

Water Fraud. Am. Compl. ¶ 16. 

39. Even if the Amended Complaint pleads that the Water Fraud involved a Ponzi 

scheme, it does not identify any Ponzi characteristics for the Fuel Fraud. Instead, the Amended 

Complaint makes a mere conclusory allegation that the Fuel Fraud was a Ponzi scheme 

without factual support, clearly insufficient to meet the Fed. R. Civ. P. 9(b) heightened pleading 

standard. The Amended Complaint relies on tricky wording to obscure the fact that it does not 

allege any “classic” Ponzi investors in the Fuel Fraud. 

40. The Amended Complaint alleges that “Funderz Invests and Recovers.” Id. ¶ C. 

But Funderz is not an investor; the Amended Complaint identifies it as a lender, and pleads that 

Funderz lent money in a transaction documented by a promissory note. Id. ¶ 18-19. 

41. The Amended Complaint pleads that the alleged “investments” were “typically 

documented by a promissory note, loan agreement, or purchase order.” Am. Compl. ¶ 15. 

However, these types of documentation create a lender or vendor relationship, not one of 

investment. In a “classic” Ponzi scheme, the investors receive investment products: securities. 

See Quilling v. Schonsky, 247 F. App'x 583, 586 (5th Cir. 2007) (finding a Ponzi scheme where 

company sold investors illegal unregistered securities). 

42. Notably, as the Fifth Circuit has made clear, “Not all securities frauds are Ponzi 

schemes.” American Cancer Soc’y v. Cook, 675 F.3d at 528. But the Amended Complaint pleads 

something different here: a scheme to extract money from a lender without an underlying business. 

No case known to Funderz establishes a Ponzi scheme based on defrauding lenders, and such a 

scheme certainly does not fit into the rubric of a “classic” Ponzi scheme necessary to obtain the 

Ponzi presumption. The Trustee is not entitled to the Ponzi presumption, and has not otherwise 

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established the requisite intent. Accordingly, Counts A and C must be dismissed. 

D. The Constructive Fraud Claims Fail Because the Amended Complaint Alleges the 

Transfers Were Made for Reasonably Equivalent Value 

43. Counts B and D allege constructively fraudulent transfers. To state a claim for a 

constructive fraudulent transfer, the Trustee must show that the Transfers were made for “less than 

a reasonably equivalent value” or “without receiving a reasonably equivalent value. See 

Bankruptcy Code Section 548(1)(B)(i); TUFTA § 24.005(a)(2). 

44. TUFTA § 24.004(a) provides that “Value is given for a transfer or an obligation if, 

in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured 

or satisfied.” Likewise, Bankruptcy Code Section 548(d)(2)(A) provides that “‘value’ means 

property, or satisfaction or securing of a present or antecedent debt of the debtor.” 

45. Funderz applied the Transfers to reduce the balance owed to it. Therefore, Funderz 

provided value in the form of reduced loan liability on a valid antecedent debt, and the Amended 

Complaint acknowledges as much. Am. Compl. ¶¶ 19, 20. 

46. The Amended Complaint alleged that “Interest is not payment of an antecedent 

debt, reasonably equivalent value or any value at all.” Am. Compl. ¶¶ 23, 30, 45. The Trustee 

cites Janvey v. Brown, 767 F.3d 430, 439-44 (5th Cir. 2014) for this proposition, but that case is 

inapt. In that case, the “interest” was interest on an investment made by the avoidance defendants 

– persons who were “net winners” in a Ponzi scheme. In that case the underlying investment 

contracts were unenforceable under state law, so the investors had no valid claim. Value includes 

satisfaction of an antecedent debt, so payment of interest provides reasonably equivalent value 

when there is: 

a ‘debt’ that the interest payments are reducing. Because TUFTA defines a ‘debt’ 

as being a “liability on a claim,” the investor-defendants must have a valid claim. 

Here, we conclude that there is no valid claim for interest; the CDs issued by [the 

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debtor] are void and unenforceable. This is because “[t]o allow an [investor] to 

enforce his contract to recover promised returns in excess of his undertaking would 

be to further the debtors' fraudulent scheme as the expense of other [investors].” 

Janvey v. Brown, 767 F.3d 430, 441 (5th Cir. 2014) quoting In re Taubman, 160 B.R. 964, 985 

(Bankr.S.D.Ohio 1993). 

47. Interest is, by definition, an amount a debtor is liable to repay in addition to 

principal; it is part of a debt and gives rise to a claim. Matter of Larson, 862 F.2d 112, 119 (7th 

Cir. 1988) (the “broad definition of a “claim” as a "right to payment" has been read to include 

interest.”). 

48. The Trustee does not allege that the underlying loan is invalid or unenforceable. 

Since the Amended Complaint pleads that every dollar Funderz received satisfied either principal 

or interest, every dollar of the Transfers satisfied an antecedent debt. The repayment of interest 

provided value to the Debtor, because the Debtor was a guarantor on the loan. 

49. The only issue potentially in dispute is whether the value given was “reasonably 

equivalent.” Reasonably equivalent value is not defined in the Bankruptcy Code. Sherman v. 

OTA Franchise Corp. (In re Essential Fin. Educ., Inc.), 629 B.R. 401, 442 (Bankr. N.D. Tex. 2021). 

In the Fifth Circuit, in order to satisfy this element, the debtor must have “received value that is 

substantially comparable to the worth of the transferred property.” Id. (citation omitted). 

50. To determine whether value is reasonably equivalent, “[c]ourts examine all the 

circumstances surrounding a transaction, looking to whether there is a reasonable and fair 

proportion between what the debtor surrendered and what the debtor received in return.” Bowman 

v. El Paso CGP Co., 431 S.W. 3d 781, 788 (Tex. App. 2014) (quoting In re Pace, 456 B.R. 253, 

270 (Bankr. W.D. Tex. 2011)). “The primary consideration in analyzing the exchange of value 

for any transfer is the degree to which the transferor’s net worth is preserved.” S.E.C. v. Res. Dev. 

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Int’l, LLC, 487 F.3d 295, 301 (5th Cir. 2007) (quoting Warfield v. Byron, 436 F.3d 551, 560 (5th 

Cir. 2006)). 

51. Funderz is aware of no case where repayment of a valid loan owed by a debtor, 

according to its terms, provided less than reasonably equivalent value. The Amended Complaint 

alleges that the loans had “extraordinary fees,” and that the Debtor or his companies had use of the 

loaned funds from some point in 2019 until the Transfers were made. Am. Compl. ¶ 19. The 

failure to plead any actual facts about these fees, interest, the timing of the Transfers or any other 

relevant information means that the Trustee cannot meet her burden to show lack of reasonably 

equivalent value. 

52. Even if this inadequate pleading raised concerns to the Court, the Amended 

Complaint pleads that the Debtor received a dollar-for-dollar reduction in his liability, thereby 

providing reasonably equivalent value. 

53. The Amended Complaint alleges that Funderz loaned $10 million to the Debtor and 

his companies. The Amended Complaint alleges that $10 million of the Transfers were paid 

towards that loan principal. Am. Compl. ¶¶ 19-20. Repaying a dollar loaned in exchange for a 

dollar reduction in debt is not just reasonably equivalent, it is exactly equivalent. The 

repayment of principal cannot be avoided. 

54. The Debtor and his company OTMC were liable for the entire debt, principal, 

interest and fees. Am. Compl. ¶ 19. The Amended Complaint does not challenge the fact that 

Funderz received less via the Transfers than it was validly owed at the time. Each dollar paid, 

whether towards principal or interest, reduced the Debtor’s liability and exactly preserved his net 

worth. Every one of the Transfers provided reasonably equivalent value per se. Counts B and D 

must be dismissed with prejudice. 

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E. Funderz Received the Transfers in Good Faith and For Value 

55. Pursuant to Section 548(c), a good-faith taker for value has a defense to an actual 

or constructive fraud claim: 

a transferee or obligee of such a transfer or obligation that takes for value 

and in good faith has a lien on or may retain any interest transferred or may 

enforce any obligation incurred, as the case may be, to the extent that such 

transferee or obligee gave value to the debtor in exchange for such transfer 

or obligation. 

55. TUFTA § 24.009(a) provides a similar good faith taker defense against actual fraud: 

“A transfer or obligation is not voidable under Section 24.005(a)(1) of this code against a person 

who took in good faith and for a reasonably equivalent value or against any subsequent transferee 

or obligee.” Funderz bears the burden of proving these affirmative defenses. Jimmy Swaggart 

Ministries v. Hayes (In re Hannover Corp.), 310 F.3d 796, 799 (5th Cir. 2002). 

56. As discussed above, payment of a valid antecedent debt is reasonably equivalent 

for the purposes of Bankruptcy Code Section 548. This is true of TUFTA as well: “For purposes 

of the ‘reasonably equivalent value’ requirement in [TUFTA] section 24.009(a), proof that an 

exchange occurred for market-value rates in an arm’s-length transaction conclusively establishes 

that the value exchanged was ‘reasonably equivalent.’” Janvey v. Golf Channel, Inc., 487 S.W.3d 

560, 582 (Tex. 2016). 

57. The only issue remaining regarding this defense is Funderz’s good faith in receiving 

the Transfers. The issue of good faith is analyzed by evaluating, 

First, whether the transferee had information that that put the transferee on 

inquiry notice that the transferor-debtor was either insolvent or making the 

transfer with a fraudulent purpose. Second, once the transferee was on 

inquiry notice, the court addressed whether the transferee satisfied the 

requirement of a “diligent investigation” of the transfer. 

Osherow v. Charles (In re Wolf), No. 15-31477-HCM, 2016 WL 4940198, at *32 (Bankr. W.D. 

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Tex. Sept. 15, 2016), subsequently aff’d, 697 F. App’x 317 (5th Cir. 2017) (citing Templeton v. 

O’Cheskey (In re Am. Hous. Found.), 785 F.3d 143, 164 (5th Cir. 2015)). The analysis is 

substantially the same under TUFTA: a transferee cannot have actual or inquiry notice of a 

transfer’s fraudulent nature if it wishes to assert the good faith taker defense. Hahn v. Love, 321 

S.W.3d 517, 527 (Tex. App.-Houston [1st Dist.] 2009, pet. denied)). 

58. The Amended Complaint alleges that Funderz was, at some point, put on inquiry 

notice of the Debtor’s insolvency and the problematic nature of his alleged business operations. 

But the Amended Complaint never bothers to lay out the timeline or amount of any of the 

Transfers. 

59. Funderz submits that some of the Transfers were made before it filed suit and before 

Funderz discovered any facts that would place it on inquiry notice. Funderz had no reason to 

suspect any issues with these Transfers, which it received without any pressure upon the Debtor 

and in the ordinary course of its business. 

60. Funderz submits that, even after it began suit, the Debtor and his companies 

concealed their fraudulent activities by making false invoices from other companies to provide 

supporting documentation to reassure Funderz. The Debtor used fraud to obscure his fraud, 

keeping Funderz in the dark as an innocent recipient of loan repayments in good faith. 

F. Recovery of the Alleged Transfers under Section 550 Fails because Funderz was the 

Subsequent Transferee of the Transfers 

61. Count E seeks recovery of the avoided transfers pursuant to Bankruptcy Code 

Section 550. As an initial matter, this count must be dismissed because Counts A-D must be 

dismissed, leaving no avoided transfer on which the Trustee may recover. 

62. Even if some portion of Counts A-D remains, Funderz is a subsequent transferee of 

the Transfers. A subsequent transferee is entitled to a defense for amounts it took “for value, 

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including satisfaction or securing of a present or antecedent debt, in good faith, and without 

knowledge of the voidability of the transfer avoided.” 11 U.S.C. § 550(b). 

63. As discussed above, the Debtor’s companies retain their entity separateness even if 

this Court accepts the alter ego allegations. If Debtor property passed to these entities, then to 

Funderz, the business is the initial transferee and Funderz is the subsequent transferee.2

64. Funderz, by definition, gave value by reducing the Debtor’s debt, as discussed 

above. Likewise, Funderz took in good faith and without knowledge of the voidability of the 

Transfers, as discussed above. Count E must be dismissed. 

G. The Unjust Enrichment Claim Is Unavailing 

1. The Transfers Were Made on Account of a Contract, so the Trustee Cannot Recover 

in Quasi-Contract 

65. Count F seeks recovery for alleged unjust enrichment. This Count is barred on a 

legal and factual basis and must be dismissed with prejudice. 

66. Under Texas law, “when a valid, express contract covers the subject matter of the 

parties’ dispute, there can be no recovery under a quasi-contract theory” like unjust enrichment. 

Fortune Prod. Co. v. Conoco, Inc., 52 S.W.3d 671, 684 (Tex. 2000). 

67. The Amended Complaint accurately alleges that Funderz and the Debtor were 

parties to an enforceable contract, that $10 million was loaned on account of that contract, that it 

charged fees and interest consistent with that contract and that the Transfers were made to pay 

down liability on account of the principal, fees and interest pursuant to the contract. Am. Compl. 

¶ 19. 

2

 The Amended Complaint does not plead a count to avoid a transfer between the Debtor and his companies 

because it— inaccurately—alleges the Debtor and his companies are merged. Without such a count, the Trustee 

cannot recover from Funderz as a subsequent transferee. Funderz makes the argument above in an abundance of 

caution, due to the inarticulate and confusing nature of the Amended Complaint as pled. 

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68. The Trustee cannot recover under a quasi-contract theory for payments made 

pursuant to a contract. 

2. The Amended Complaint Alleges That the Debtor Committed Inequitable Conduct 

That Bars Equitable Recovery 

69. Unjust enrichment is an equitable claim. Recovery on such a claim is barred by the 

Debtor’s well-pled inequitable conduct. The equitable defense of unclean hands is based on “the 

common-law notion that a plaintiff's recovery may be barred by his own wrongful conduct.” 

Rogers v. McDorman, 521 F.3d 381, 385 (5th Cir. 2008) (internal quotation omitted) (applying 

Texas law). A plaintiff “cannot recover where, as a result of his own actions, the plaintiff bears at 

least substantially equal responsibility for the underlying wrongdoing of which he is complaining.” 

Floyd v. CIBC World Markets, Inc., 426 B.R. 622, 642 (S.D. Tex. 2009) (emphasis in original) 

(quoting Howard v. Fidelity & Deposit Co. (In re Royale Airlines, Inc.), 98 F.3d 852, 856 (5th 

Cir.1996)). The Trustee is subject to all defenses available against the Debtor, including his 

inequitable conduct. See Yaquinto v. Segerstrom (In re Segerstrom), 247 F.3d 218, 224 (5th Cir. 

2001). 

70. The Amended Complaint contains extensive recitations of the Debtor’s improper 

conduct, inducing Funderz to loan money based on a nonexistent business, and presumably doing 

so to others as well. Am. Compl. ¶¶ 16, 19. In fact, the Trustee pleads that “The Transfers involved 

actual fraud and malice on the part of Rogers. The funds used for the Transfers to the Defendant 

are directly traceable to the Debtor’s other creditors in the Ponzi scheme.” Am. Compl. ¶ 58. 

71. Exhibit 1 to the Amended Complaint, the Debtor’s plea agreement, has the Debtor 

admitting to securities fraud with regard to the Fuel Fraud: he admits he “employed a scheme and 

artifice to defraud, and obtained money by means of untrue statements of material facts.” Am. 

Compl. Ex. 1 at ¶ 11. 

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72. These allegations completely bar the unjust enrichment claim: it affirmatively 

shows the Debtor engaged in misconduct in obtaining the loan and in obtaining the funds which 

allegedly paid off the loan. It also clearly establishes that the Debtor is at “least substantially 

equally responsible for the underlying wrongdoing” — he is entirely responsible for duping 

Funderz and others into giving him money. 

73. To the extent the Court may have concerns about how the Debtor distributed funds 

prepetition, Congress has made a policy judgment that the avoidance causes of action are the 

proper remedy to ensure appropriate distributions to creditors. The Trustee is attempting to use 

unjust enrichment as an end-run around the avoidance claims because she cannot plead their 

necessary elements or overcome the valid defenses to the claims. This is improper, and the unjust 

enrichment claim is barred under Texas law. It must be dismissed with prejudice. 

H. The Trustee Cannot Recover Attorney’s Fees Because There is No TUFTA 

Proceeding and Recovery is Set by Section 550 

74. Count G seeks attorney’s fees. Pursuant to TUFTA § 24.013, “In any proceeding 

under this chapter, the court may award costs and reasonable attorney’s fees as are equitable and 

just.” However, there is no proceeding under TUFTA in this case; the Trustee cannot recover 

attorney’s fees. 

75. A TUFTA proceeding can only be commenced by an actual creditor of a debtor, 

not by any other party. See TUFTA § 24.008 (providing remedies only to “a creditor” of the 

debtor). 

76. The Trustee is exercising a different power: the derivative “strong-arm” rights 

provided by the Bankruptcy Code. “Under 11 U.S.C. 544(b) , a trustee in bankruptcy may ‘step 

into the shoes’ of an unsecured creditor and void a transfer of an interest in the debtor's property 

that the unsecured creditor would have the power to void under federal or state law.” Westgate 

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Vacation Villas, Ltd. v. Tabas (In re Int’l. Pharmacy & Discount II, Inc.), 443 F.3d 767, 770 (11th 

Cir. 2005) (citing Pettigrew v. Graham (In re Graham), 747 F.2d 1383, 1386-87 (11th Cir. 1984)). 

77. The strong-arm power “enables a trustee to do in a bankruptcy proceeding what a 

creditor would have been able to do outside of bankruptcy—except the trustee will recover the 

property for the benefit of the estate.” In re Equipment Acquisition Res., Inc., 742 F.3d 743, 746 

(7th Cir. 2014). The Trustee’s cause of action is under Section 544(b), which allows the Trustee 

to avoid any transfer that could be avoided pursuant to TUFTA. The Trustee is not suing under 

TUFTA. 

78. Further, the strong-arm power determines whether a transfer can be avoided but not 

what can be recovered, which is determined by Section 550. Once this principle is established, 

TUFTA-based attorney’s fees are improper for two additional reasons. First, avoidance under 

TUFTA and attorney’s fees under TUFTA are in different sections of the statute. 

See TUFTA § 24.009 (describing transfers that may be avoided) and § 24.013 (permitting 

attorney’s fees). The Trustee can only avoid a transfer if it would have been avoidable under 

TUFTA § 24.009. TUFTA § 24.013 is a policy-based enhancement available to a prevailing 

TUFTA party. It is not avoidance of a transfer. 

79. Second, “[t]he American rule denies attorney’s fees to a litigant in federal court in 

the absence of contract, applicable statute, or other exceptional circumstances . . . . [A]ny 

exceptions to the American rule will be narrowly circumscribed.” Richardson v. Alaska Airlines, 

Inc., 750 F.2d 763, 765 (9th Cir. 1984). Recovery is set by Bankruptcy Code Section 550, which 

does not incorporate any state-law fee-shifting provisions the way that Section 544 incorporates 

state-law avoidance powers. The Trustee cannot recover attorney’s fees, and Count G must be 

dismissed with prejudice. 

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CONCLUSION 

WHEREFORE, for the reasons discussed above, Counts A, C, and E are inadequately pled 

and the Court must enter an order dismissing them. Counts B, D, F, and G are legally and factually 

deficient and no re-pleading can correct these deficiencies; the Court must enter an order 

dismissing these Counts with prejudice. The Trustee cannot recover pursuant to Counts A through 

D on any Transfers made by a non-Debtor, so the Amended Complaint must be dismissed with 

prejudice as to these claims as well. 

Dated: August 5, 2024 SAUL EWING LLP 

/s/ Micheal W. Bishop 

Carmen Contreras-Martinez (admitted pro hac vice)

701 Brickell Avenue, Suite 1700 

Miami, FL 33131 

(305) 428-4500 

carmen.contreras-martinez@saul.com 

-andTurner N. Falk (admitted pro hac vice)

Centre Square West 

1500 Market Street, 38th Floor 

Philadelphia, PA 19102-2186 

(215) 972-8415 

turner.falk@saul.com 

-andGRAY REED 

Micheal W. Bishop (TX Bar No. 02354860) 

Amber M. Carson (TX Bar No. 24075610) 

1601 Elm Street, Suite 4600 

Dallas, Texas 75201 

(214) 954-4135 

mbishop@grayreed.com 

acarson@grayreed.com 

Counsel to Funderz.Net, LLC

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52688801.4 

4879-0685-1797.1 

CERTIFICATE OF SERVICE 

I certify that on August 5, 2024, I caused a copy of the foregoing document to be served 

via electronic mail to the counsel listed below and via the Electronic Case Filing System for the 

United States Bankruptcy Court for the Northern District of Texas. 

David B. Miller 

SCHNEIDER MILLER REYNOLDS, P.C. 

300 N. Coit Road, Suite 1125 

Richardson, Texas 75080 

david@schneidlaw.com 

-andT. Micah Dortch 

Dortch Lindstrom Livingston Law Group 

2613 Dallas Parkway, Suite 220 

Plano, TX 75093 

micah@dll-law.com 

Special Counsel for the Trustee Areya Holder Aurzada 

/s/ Micheal W. Bishop

Micheal W. Bishop

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