JORDAN, LYNCH & CANCIENNE PLLC

Michael Cancienne (SBN 24055256)

Joseph W. Golinkin II (SBN 24087596)

1980 Post Oak Blvd., Ste. 2300

Houston, Texas 77056

Telephone: 713.955.4025

Counsel for Steven Zakharyayev

And Evelina Pinkhasova

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

SCOTT M. SEIDEL, TRUSTEE; and

GNET ATC, LLC

Plaintiffs,

v.

HUDSON CLEAN ENERGY

ENTERPRISES, LLC; ALLIANCE

TEXAS HOLDINGS, LLC; NEIL Z.

AUERBACH; JUDITH AUERBACH;

AUERBACH PARTNERS, L.P.;

JAMES GOODMAN; JAMES

FRINZI; GOODMAN INVESTMENT

HOLDINGS, LLC; GENESIS

NETWORKS, INC.; GENESIS

NETWORKS GLOBAL SERVICES,

LLC; AUERBACH CHILDREN’S

DYNASTY TRUST U/A/D

OCTOBER 9, 2012; and

AUERBACH FAMILY DYNASTY

TRUST U/A/D OCTOBER 9, 2012,

Defendants.

Case No. 22-31641-mvl-7

(Chapter 7)

Adversary Proceeding No. 

23-03090-mvl

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DEFENDANTS HUDSON CLEAN ENERGY ENTERPRISES, LLC, 

ALLIANCE TEXAS HOLDINGS, LLC, NEIL Z. AUERBACH, JUDITH 

AUERBACH, AUERBACH PARTNERS, L.P., AND AUERBACH 

CHILDREN’S DYNASTY TRUST U/A/D OCTOBER 9, 2012’S ANSWER

TO PLAINTIFFS’ ORIGINAL COMPLAINT

Defendants Hudson Clean Energy Enterprises, LLC, Alliance Texas 

Holdings, LLC, Neil Z. Auerbach, Judith Auerbach, Auerbach Partners, L.P., 

Auerbach Children’s Dynasty Trust u/a/d October 9, 2012, and Auerbach 

Family Dynasty Trust u/a/d October 9, 2012 (collectively, the “Auerbach 

Defendants”) submit their Answer to Plaintiff’s Original Complaint. Except as 

otherwise expressly admitted, The Auerbach Defendants deny each and every 

allegation contained in Plaintiff’s Original Complaint.

I. INTRODUCTION

1. The Auerbach Defendants deny the allegations contained in 

Paragraph 1.

II. PROCEDURAL BACKGROUND

2. The Auerbach Defendants admit the allegations contained in 

Paragraph 2. 

3. The Auerbach Defendants admit the allegations contained in 

Paragraph 3. 

4. The Auerbach Defendants admit the allegations contained in 

Paragraph 4. 

5. Paragraph 5 does not contain factual allegations, and therefore 

no response to this paragraph is required. To the extent a response is deemed 

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required, the Auerbach Defendants deny any allegations contained in 

Paragraph 5. 

6. Paragraph 6 contains a legal conclusion, and therefore no 

response to this paragraph is required. To the extent a response is deemed 

required, the Auerbach Defendants deny the allegations contained in 

Paragraph 6. 

II.1 PARTIES

7. The Auerbach Defendants admit that the Trustee is the Chapter 

7 trustee of the Debtor. The remainder of Paragraph 7 contains legal 

determinations for the Auerbach Defendants cannot admit or deny. To the 

extent a response is deemed required, the Auerbach Defendants deny the 

remainder of the allegations as to capacity in Paragraph 7.

8. The Auerbach Defendants admit the allegations contained in 

Paragraph 8. 

9. The Auerbach Defendants admit the allegations contained in 

Paragraph 9. 

10. The Auerbach Defendants admit the allegations contained in 

Paragraph 10. 

11. The Auerbach Defendants admit the allegations contained in 

Paragraph 11. 

1 The repeated numeral is kept from the Plaintiff’s Original Complaint. 

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12. The Auerbach Defendants deny the allegations contained in 

Paragraph 12. 

13. The Auerbach Defendants deny the allegations contained in 

Paragraph 13. 

14. The Auerbach Defendants deny the allegations contained in 

Paragraph 14. The allegations contained in Footnote 1 connected to Paragraph 

14 do not contain allegations for which a response is required. To the extent a 

response is deemed required, the Auerbach Defendants deny the allegations 

contained in Footnote 1. 

15. Upon information and belief, the Auerbach Defendants admit 

that the allegations contained in Paragraph 15. 

16. Upon information and belief, the Auerbach Defendants admit 

that the allegations contained in Paragraph 16. 

17. Upon information and belief, the Auerbach Defendants admit 

that the allegations contained in Paragraph 17. 

18. The Auerbach Defendants lack knowledge or information 

sufficient to form a belief as to the truth of the allegations contained in 

Paragraph 18 and, therefore, deny those allegations.

19. Upon information and belief, the Auerbach Defendants admit the 

allegations contained in Paragraph 19.

20. The allegations contained in Paragraph 20 do not contain 

allegations for which a response is required. To the extent a response is 

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deemed required, the Auerbach Defendants deny the allegations contained in 

Paragraph 20. 

III. FACTS

21. The Auerbach Defendants admit that Goodman was the sole 

director of the Debtor as of January 31, 2022. The Auerbach Defendants deny 

the remainder of the allegations contained in Paragraph 21.

22. The Auerbach Defendants deny the allegations contained in 

Paragraph 22.

23. The Auerbach Defendants deny the allegations contained in 

Paragraph 23.

24. The Auerbach Defendants deny the allegations contained in 

Paragraph 24.

25. The Auerbach Defendants deny the allegations contained in 

Paragraph 25.

26. The Auerbach Defendants deny the allegations contained in 

Paragraph 26.

27. The Auerbach Defendants deny the allegations contained in 

Paragraph 27.

28. The Auerbach Defendants deny the allegations contained in 

Paragraph 28.

29. The Auerbach Defendants admit that Frinzi was the Chief 

Executive Officer of the Debtor. The remaining allegations contain legal 

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conclusions for which a response is not required. To the extent a response is 

required, the Auerbach Defendants deny the remainder of the allegations 

contained in Paragraph 29.

30. The Auerbach Defendants admit that Neil Auerbach is a 

successful investor and funds manager in New York. 

31. The Auerbach Defendants deny the allegations contained in 

Paragraph 31.

32. The Auerbach Defendants admit the allegations contained in 

Paragraph 32.

33. The Auerbach Defendants deny the allegations contained in 

Paragraph 33.

34. The Auerbach Defendants deny the allegations contained in 

Paragraph 34.

35. The Auerbach Defendants lack sufficient knowledge to admit or 

deny the allegations contained in the first three sentences of Paragraph 35, 

and therefore deny those allegations. The Auerbach Defendants deny all 

further allegations contained in Paragraph 35.

36. The Auerbach Defendants lack sufficient knowledge to admit or 

deny the allegations contained in Paragraph 36, and therefore deny those 

allegations. 

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37. The Auerbach Defendants lack sufficient knowledge to admit or 

deny the allegations contained in Paragraph 37, and therefore deny those 

allegations. 

38. The Auerbach Defendants lack sufficient knowledge to admit or 

deny the allegations contained in Paragraph 38, and therefore deny those 

allegations. 

39. The Auerbach Defendants lack sufficient knowledge to admit or 

deny the allegations contained in Paragraph 39. 

40. The Auerbach Defendants admit the allegations contained in 

Paragraph 40.

41. The Auerbach Defendants admit the allegations contained in 

Paragraph 41.

42. The Auerbach Defendants lack sufficient knowledge to admit or 

deny the allegations contained in Paragraph 42, and therefore deny those 

allegations. 

43. The Auerbach Defendants lack sufficient knowledge to admit or 

deny the allegations contained in Paragraph 43, and therefore deny those 

allegations. 

44. The Auerbach Defendants lack sufficient knowledge to admit or 

deny the allegations contained in Paragraph 44, and therefore deny those 

allegations. 

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45. The Auerbach Defendants lack sufficient knowledge to admit or 

deny the allegations contained in Paragraph 45, and therefore deny those 

allegations. 

46. The Auerbach Defendants deny the allegations contained in 

Paragraph 46.

47. The Auerbach Defendants admit that Neil Auerbach is a 

successful businessman and has served as a director, officer, or manager for 

various entities that handle funds and investments. The Auerbach Defendants 

also admit that Neil Auerbach is aware that his roles may include different 

fiduciary duties and is aware of business ethical rules. The Auerbach 

Defendants deny the remaining allegations contained in Paragraph 47. 

48. The Auerbach Defendants deny the allegations contained in 

Paragraph 48.

49. The Auerbach Defendants admit that Alliance Texas Holdings, 

LLC entered into a purchase agreement with GIH and Genesis for the 

purchase of bonds. 

50. The Auerbach Defendants deny the allegations contained in 

Paragraph 50.

51. The Auerbach Defendants deny the allegations contained in 

Paragraph 51.

52. The Auerbach Defendants deny the allegations contained in 

Paragraph 52.

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53. The Auerbach Defendants deny the allegations contained in 

Paragraph 53.

54. The Auerbach Defendants admit that Alliance and Hudson 

entered into an agency Agreement in February 2022.

55. The Auerbach Defendants deny the allegations contained in 

Paragraph 55.

56. The Auerbach Defendants deny the allegations contained in 

Paragraph 56.

57. The Auerbach Defendants admit the allegations contained in 

Paragraph 57.

58. The Auerbach Defendants deny the allegations contained in 

Paragraph 58.

59. The Auerbach Defendants deny the allegations contained in 

Paragraph 59.

60. The Auerbach Defendants deny the allegations contained in 

Paragraph 60.

61. The Auerbach Defendants deny the allegations contained in 

Paragraph 61.

62. The Auerbach Defendants deny the allegations contained in 

Paragraph 62.

63. The Auerbach Defendants deny the allegations contained in 

Paragraph 63.

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64. The Auerbach Defendants deny the allegations contained in 

Paragraph 64.

65. The Auerbach Defendants deny the allegations contained in 

Paragraph 65.

66. The Auerbach Defendants deny the allegations contained in the 

first sentence of Paragraph 66. The Auerbach Defendants admit that 

Auerbach Children’s Dynasty Trust u/a/d October 9, 2012 and Auerbach 

Family Dynasty Trust u/a/d October 9, 2012 are the general partners of 

Auerbach Partners. The remaining allegations in the second sentence of 

Paragraph 66 contain legal conclusions for which no response is required. To 

the extent a response is deemed required, the Auerbach Defendants deny all 

other allegations contained in Paragraph 66 not specifically admitted herein.

67. The Auerbach Defendants deny the allegations contained in 

Paragraph 67. 

68. The Auerbach Defendants admit that Frinzi approved the wire 

transfer of funds for purchase of certain bonds. The Auerbach Defendants deny

the remaining allegations contained in Paragraph 68.

69. The Auerbach Defendants lack sufficient information to either 

admit or deny the allegations contained in Paragraph 69, and therefore deny 

the allegations. 

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70. The Auerbach Defendants lack sufficient information to either 

admit or deny the allegations contained in Paragraph 70, and therefore deny 

the allegations. 

IV. CAUSES OF ACTION

COUNT 1: BANKRUPTCY CODE $5.9 MILLION FRAUDULENT 

TRANSFER (HUDSON, AUERBACH, AUERBACH PARTNERS) 

71. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 71, the Auerbach Defendants incorporate their prior 

answers to Paragraphs 1–70. 

72. The allegations in Paragraph 72 require a legal conclusion and 

thus no response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 72.

73. The Auerbach Defendants deny the allegations contained in 

Paragraph 73. 

74. The Auerbach Defendants deny the allegations contained in 

Paragraph 74. 

75. The Auerbach Defendants deny the allegations contained in 

Paragraph 75. 

76. The Auerbach Defendants deny the allegations contained in 

Paragraph 76. 

77. The Auerbach Defendants deny the allegations contained in 

Paragraph 77. 

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78. The Auerbach Defendants deny the allegations contained in 

Paragraph 78. 

79. Paragraph 79 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 79.

COUNT 2: TUFTA $5.9 MILLION FRAUDULENT TRANSFER 

(HUDSON, AUERBACH, AUERBACH PARTNERS)

80. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 80, the Auerbach Defendants incorporate their prior 

answers to Paragraphs 1–79. 

81. Paragraph 81 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 81.

82. The Auerbach Defendants lack sufficient information to either 

admit or deny the allegations contained in Paragraph 82, and therefore deny 

the allegations. 

83. The allegations in Paragraph 83 require a legal conclusion and 

thus no response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 83.

84. The Auerbach Defendants deny the allegations contained in 

Paragraph 84. 

85. The Auerbach Defendants deny the allegations contained in 

Paragraph 85. 

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86. Paragraph 86 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 86.

87. The Auerbach Defendants deny the allegations contained in 

Paragraph 87. 

88. Paragraph 88 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 88.

89. The Auerbach Defendants deny the allegations contained in 

Paragraph 89. 

90. The Auerbach Defendants deny the allegations contained in 

Paragraph 90. 

91. The Auerbach Defendants deny the allegations contained in 

Paragraph 91. 

92. Paragraph 92 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 92.

93. Paragraph 93 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 93.

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COUNT 3: TUFTA FRAUDULENT TRANSFER/INSIDER PREFERENCE 

(GIH AND GENESIS)2

94. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 94, the Auerbach Defendants incorporate their prior 

answers to Paragraphs 1–93. 

95. Paragraph 95 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 95.

96. The Auerbach Defendants lack sufficient information to either 

admit or deny the allegations contained in Paragraph 96, and therefore deny 

the allegations. 

97. The allegations in Paragraph 97 require a legal conclusion and 

thus no response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 97.

98. The Auerbach Defendants deny the allegations contained in 

Paragraph 98. 

99. The Auerbach Defendants deny the allegations contained in 

Paragraph 99. 

100. The allegations in the first sentence of Paragraph 100 require a 

legal conclusion and thus no response is required. To the extent a response is 

deemed required, the Auerbach Defendants deny the allegations contained in 

2 Footnote 3, denoted here on Count 3 in the Plaintiff’s Original Complaint does not include 

factual allegations for which a response is required. To the extent a response is deemed 

required, the Auerbach Defendants deny the allegations contained in Footnote 3.

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Paragraph 100. The Auerbach Defendants deny all other allegations contained 

in Paragraph 100. 

101. Paragraph 101 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 101.

102. Paragraph 102 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 102.

COUNT 4: MAIN TRANSFER AS FRAUDULENT TRANSFER

103. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 103, the Auerbach Defendants incorporate their 

prior answers to Paragraphs 1–102. 

104. The Auerbach Defendants deny the allegations contained in 

Paragraph 104. 

105. The Auerbach Defendants deny the allegations contained in 

Paragraph 105. 

106. The allegations in Paragraph 106 require a legal conclusion and 

thus no response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 106.

107. The allegations in Paragraph 107 as to whether the Main 

Transfer is a constructively fraudulent transfer and the Debtor’s insolvency 

require legal conclusions for which no responses are required. To the extent 

responses are deemed required, the Auerbach Defendants deny said 

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allegations contained in Paragraph 107. The Auerbach Defendants deny all 

other allegations contained in Paragraph 107.

108. The allegations in Paragraph 108 as to the Debtor’s insolvency 

require a legal conclusion for which no responses are required. To the extent 

a response is deemed required, the Auerbach Defendants deny said allegation 

contained in Paragraph 108. The Auerbach Defendants deny the remaining 

allegations contained in Paragraph 108. 

109. The Auerbach Defendants deny the allegations contained in 

Paragraph 109. 

110. Paragraph 110 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 110.

111. Paragraph 111 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 111.

COUNT 5: FRAUDULENT TRANSFER—GENESIS BONDS 

(ALLIANCE)

112. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 112, the Auerbach Defendants incorporate their 

prior answers to Paragraphs 1–111. 

113. The Auerbach Defendants deny the allegations contained in 

Paragraph 113. 

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114. The Auerbach Defendants deny the allegations contained in 

Paragraph 114. 

115. Paragraph 115 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 115.

COUNT 6: RECOVERY OF AVOIDED TRANSFERS

116. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 116, the Auerbach Defendants incorporate their 

prior answers to Paragraphs 1–115. 

117. Paragraph 117 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 117.

COUNT 7: BREACH OF FIDUCIARY DUTY (GOODMAN)3

118. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 118, the Auerbach Defendants incorporate their 

prior answers to Paragraphs 1–117. 

119. The Auerbach Defendants lack sufficient information to either 

admit or deny the allegations contained in Paragraph 119, and therefore deny 

the allegations. 

3 Footnote 4, denoted here on Count 7 in the Plaintiff’s Original Complaint does not include 

factual allegations for which a response is required. To the extent a response is deemed 

required, the Auerbach Defendants deny the allegations contained in Footnote 4.

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120. The Auerbach Defendants lack sufficient information to either 

admit or deny the allegations contained in Paragraph 120, and therefore deny 

the allegations. 

121. The Auerbach Defendants lack sufficient information to either 

admit or deny the allegations contained in Paragraph 121, and therefore deny 

the allegations. 

122. The allegations in Paragraph 122 as to Goodman’s breach of the 

duty of loyalty require a legal conclusion for which no responses are required. 

To the extent response is deemed required, the Auerbach Defendants deny said 

allegations in Paragraph 122. The Auerbach Defendants deny all allegations 

contained in Paragraph 122.

123. The allegations in Paragraph 123 as to Goodman’s breach of the 

duty of loyalty require a legal conclusion for which no response is required. To 

the extent a response is deemed required, the Auerbach Defendants deny said 

allegations in Paragraph 123. The Auerbach Defendants deny all allegations 

contained in Paragraph 123.

124. The allegations in Paragraph 124 as to Goodman’s breach of the 

duty of care require a legal conclusion for which no response is required. To 

the extent a response is deemed required, the Auerbach Defendants deny said 

allegations in Paragraph 124. The Auerbach Defendants deny all allegations 

contained in Paragraph 124.

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125. Paragraph 125 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 125.

COUNT 8: BREACH OF FIDUCIARY DUTY (FRINZI)

4

126. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 126, the Auerbach Defendants incorporate their 

prior answers to Paragraphs 1–125. 

127. The Auerbach Defendants admit that Frinzi was the Chief 

Executive Officer of the Debtor. The remaining allegations contained in 

Paragraph 127 require a legal conclusion for which no response is required. To 

the extent response is deemed required, the Auerbach Defendants deny said 

allegations in Paragraph 127. 

128. The Auerbach Defendants deny the allegations contained in first 

sentence of Paragraph 128. The remaining allegations contained in Paragraph 

128 as to Frinzi’s duties to the Debtor require a legal conclusion for which no 

response is required. To the extent response is deemed required, the Auerbach 

Defendants deny said allegations, along with all other allegations, contained 

in Paragraph 128. 

129. The allegations in Paragraph 129 as to Frinzi’s breach of the duty 

of loyalty require a legal conclusion for which no response is required. To the 

4 Footnote 5, denoted here on Count 8 in the Plaintiff’s Original Complaint does not include 

factual allegations for which a response is required. To the extent a response is deemed 

required, the Auerbach Defendants deny the allegations contained in Footnote 5.

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extent response is deemed required, the Auerbach Defendants deny said 

allegations in Paragraph 129. The Auerbach Defendants deny all other 

allegations contained in Paragraph 129.

130. The allegations in Paragraph 130 as to Frinzi’s breach of the duty 

of care require a legal conclusion for which no response is required. To the 

extent response is deemed required, the Auerbach Defendants deny said 

allegations in Paragraph 130. The Auerbach Defendants deny all other 

allegations contained in Paragraph 130.

131. Paragraph 131 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 131.

COUNT 9: CONSPIRACY (AUERBACH AND AUERBACH PARTNERS)

132. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 132, the Auerbach Defendants incorporate their 

prior answers to Paragraphs 1–131. 

133. Paragraph 133 does not require a response, as it does not include 

factual allegations or contains legal conclusions. To the extent a response is 

deemed required, the Auerbach Defendants deny the allegations contained in 

Paragraph 133.

134. The Auerbach Defendants deny the allegations contained in 

Paragraph 134. 

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135. Paragraph 135 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 135.

COUNT 10: UNJUST ENRICHMENT (HUDSON, AUERBACH, AUERBACH 

PARTNERS)

136. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 136, the Auerbach Defendants incorporate their 

prior answers to Paragraphs 1–135. 

137. The Auerbach Defendants deny the allegations contained in 

Paragraph 137. 

138. Paragraph 138 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 138.

COUNT 11: PARTNER LIABILITY (AUERBACH TRUST 1 AND AUERBACH 

TRUST 2)

139. To the extent the Trustee incorporates allegations in prior 

paragraphs in Paragraph 139, the Auerbach Defendants incorporate their 

prior answers to Paragraphs 1–138. 

140. The Auerbach Defendants deny the allegations contained in 

Paragraph 140.

141. Paragraph 140 contains allegations that require a legal 

conclusion for which no responses are required. To the extent a response is 

deemed required, the Auerbach Defendants deny the allegations contained in 

Paragraph 140.

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142. Paragraph 142 does not include factual allegations for which a 

response is required. To the extent a response is deemed required, the 

Auerbach Defendants deny the allegations contained in Paragraph 142.

V. PRAYER

The Prayer sought in Section V of Plaintiff’s Original Complaint does 

not include factual allegations for which a response is required. To the extent 

a response is deemed required, the Auerbach Defendants deny that the Trustee 

is entitled to the requested relief in Section V, subparts (i) through (x). 

THE AUERBACH DEFENDANTS’ AFFIRMATIVE AND OTHER 

DEFENSES

1. Plaintiff has failed to state a claim against the Auerbach 

Defendants upon which relief can be granted.

2. Plaintiff’s claims are barred, in whole or in part, by the doctrine 

of laches, acquiescence, waiver, equitable estoppel, and unclean hands. 

3. Plaintiff’s claims are barred, in whole or in part, because the

Plaintiff lack standing to bring these claims.

4. Plaintiff’’s claims are barred, in whole or in part, by the doctrine 

of ratification.

5. The Auerbach Defendants acted reasonably and in good faith at 

all times.

6. The costs, damages, and penalties the Plaintiff seeks to recover 

or impose are unreasonable, excessive, arbitrary, and capricious.

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7. The Plaintiff is not entitled to recover attorneys’ fees or costs, or 

fees of litigation.

8. The Auerbach Defendants reserve the right to plead additional 

defenses as may be appropriate depending upon facts later revealed during 

discovery.

THE AUERBACH DEFENDANTS’ REQUEST FOR RELIEF

WHEREFORE, The Individual Defendants pray that Plaintiff’s claims

be dismissed, and that this Court award The Auerbach Defendants their costs 

and reasonable attorneys’ fees in defending against Plaintiff’s claims, and 

award such other and further relief to which the Auerbach Defendants may be 

justly entitled.

DEMAND FOR JURY TRIAL

The Auerbach Defendants hereby demand a trial by jury on all issues so 

triable.

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Respectfully submitted,

JORDAN, LYNCH & CANCIENNE 

PLLC

By: Joseph W. Golinkin II

Michael Cancienne

State Bar No. 24046330

 Joseph (“Jeb”) W. Golinkin II

State Bar No. 24087596

Brittainie Zinsmeyer

State Bar No. 24115981

1980 Post Oak Blvd., Ste. 2300

Houston, Texas 77056

713-955-4020 (Telephone)

713-955-9644 (Fax)

mcancienne@jlcfirm.com

jgolinkin@jlcfirm.com

bzinsmeyer@jlcfirm.com

ATTORNEYS FOR DEFENDANTS 

HUDSON CLEAN ENERGY 

ENTERPRISES, LLC, ALLIANCE 

TEXAS HOLDINGS, LLC, NEIL Z. 

AUERBACH, JUDITH AUERBACH, 

AUERBACH PARTNERS, L.P., AND 

AUERBACH CHILDREN’S 

DYNASTY TRUST U/A/D OCTOBER 

9, 2012

CERTIFICATE OF SERVICE

I hereby certify that on this 1st day of May, 2024, I electronically filed 

the foregoing with the Clerk of Court using the CM/ECF system, which will 

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

/s/ Jeb Golinkin

Joseph W. Golinkin II

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