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4855-2424-8198, v. 3

Randall A. Pulman 

State Bar No. 16393250 

Leslie Sara Hyman 

State Bar No. 00798274 

PULMAN CAPPUCCIO & PULLEN, LLP

2161 NW Military Hwy., Suite 400 

San Antonio, Texas 78213 

Telephone: (210) 222-9494 

Facsimile: (210) 892-1610 

rpulman@pulmanlaw.com 

lhyman@pulmanlaw.com 

COUNSEL FOR JAMES GOODMAN 

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-MVL-7 

 

CHAPTER 7 

SCOTT M. SEIDEL, TRUSTEE, AND 

GNET ATC, LLC, 

 

PLAINTIFFS

V. 

18920 NW 11TH, LLC; JAMES GOODMAN;

JAMES FRINZI; STEVEN ZAKHARYAYEV;

EVELINA PINKHASOVA; PEOPLE NQ, INC.;

JJC & PEOPLE LLC; AND GDMN FAMILY 

INVESTMENTS 2, LLC 

DEFENDANTS

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§ 

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ADVERSARY NO. 23-03072 

DEFENDANTS JAMES GOODMAN, PEOPLE NQ, INC., JJC & PEOPLE, LLC, AND

GDMN FAMILY INVESTMENTS 2, LLC’S ANSWER TO ORIGINAL COMPLAINT

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COME NOW Defendants James Goodman (“J. E. Goodman”1

), People NQ, Inc. (“People 

NQ”), JJC & People, LLC (“JJC”), and GDMN Family Investments 2, LLLC (“GDMN 2,” and 

collectively with People NQ, JJC, the “Goodman Entity Defendants”) (J.E. Goodman and the 

Goodman Entity Defendants are collectively referred to herein as the “Goodman Defendants”) 

and file this, their Answer to Original Complaint [Adv. Dkt. No. 1] (the “Complaint”) responding 

to the paragraphs of the Complaint as numbered therein. 

I. INTRODUCTION

1. Goodman Defendants deny the allegations in Paragraph 1. 

2. Goodman Defendants admit that J. E. Goodman owned shares in the Debtor but 

deny that the shares were worthless. Goodman Defendants deny the allegations in the second, 

third, fourth, and fifth sentences of Paragraph 2. Goodman Defendants admit that 18920 NW 11th, 

LLC(“18920”) agreed to purchase shares in the Debtor from J. E. Goodman. Goodman Defendants 

lack sufficient knowledge to admit or deny the remaining allegations in the last sentence of 

Paragraph 2. 

3. Goodman Entity Defendants admit that they received $10 million from 18920 for 

preferred shares in the Debtor. Goodman Defendants lack sufficient knowledge to admit or deny 

the allegations in the final sentence of Paragraph 3. Goodman Defendants deny the remaining 

allegations Paragraph 3. 

4. Goodman Defendants admit that the Trustee has filed this action seeking to avoid 

transactions and obtain monetary and other relief. Goodman Defendants deny that a civil lawsuit 

1 James Goodman’s full name is James E. Goodman. Because Mr. Goodman has brothers who were 

involved with the Debtor and whose first names also start with the letter “J”, for the sake of clarity the 

Goodman Defendants refer to James Goodman as J.E. Goodman in this answer. 

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is intended to hold parties accountably and deny that the Trustee is entitled to obtain any relief or 

judgment against the Goodman Defendants. 

II. PROCEDURAL BACKGROUND

5. Goodman Defendants admit the allegations in Paragraph 5. 

6. Goodman Defendants admit the allegations in Paragraph 6. 

7. Goodman Defendants admit the allegations in Paragraph 7. 

8. Goodman Defendants admit that the Court has jurisdiction over this adversary 

proceeding. Goodman Defendants lack sufficient knowledge to admit or deny the remaining 

allegations in Paragraph 8. Goodman Defendants do not consent to the entry of final orders in this 

adversary proceeding. 

9. Goodman Defendants admit that venue is proper in this Court. 

II. [SIC] PARTIES

10. Goodman Defendants admit the allegations in Paragraph 10. 

11. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 11. 

12. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 12. 

13. Goodman Defendants admit the allegations in Paragraph 13. 

14. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 14. 

15. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 15. 

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16. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 16. 

17. Goodman Defendants admit the allegations in Paragraph 17. 

18. Goodman Defendants admit the allegations in Paragraph 18. 

19. Goodman Defendants admit the allegations in Paragraph 19. 

III. FACTS

A. The Players 

20. Goodman Defendants admit the allegations in Paragraph 20. 

21. Goodman Defendants admit the allegations in Paragraph 21. 

22. Goodman Defendants admit the allegations in the first two sentences of 

Paragraph 22. Goodman Defendants deny the remaining allegations in Paragraph 22. 

23. Goodman Defendants admit that J. E. Goodman was, through an entity, a 

shareholder of the Debtor Goodman Defendants deny the remaining allegations in Paragraph 23. 

24. Goodman Defendants admit the allegations in Paragraph 24. 

25. Goodman Defendants deny the allegations in Paragraph 25. 

26. Goodman Defendants deny the allegations in Paragraph 26. 

27. Goodman Defendants deny the allegations in Paragraph 27. 

28. Goodman Defendants admit that John Goodman and J.E. Goodman are brothers. 

Goodman Defendants deny the remaining allegations in Paragraph 28. 

29. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 29. 

30. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 30. 

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B. The Debtor 

31. Goodman Defendants deny the allegations in Paragraph 31. 

32. Goodman Defendants deny the allegations in Paragraph 32. 

33. Goodman Defendants admit the allegations in Paragraph 33. 

34. Goodman Defendants admit the allegations in the third sentence of Paragraph 34. 

Goodman Defendants deny the remaining allegations in Paragraph 34. 

35. Goodman Defendants deny the allegations in Paragraph 35. 

36. Goodman Defendants admit the allegations in Paragraph 36. 

37. Goodman Defendants admit the allegations in Paragraph 37. 

38. Goodman Defendants admit the allegations in Paragraph 38. 

C. The Plan and the 18920 Transaction 

39. Goodman Defendants deny the allegations in Paragraph 39. 

40. Goodman Defendants admit the allegations in Paragraph 40. 

41. Goodman Defendants deny that they formed or agreed to any plan or otherwise 

acted in any way that was nefarious or tortious. Goodman Defendants lack sufficient knowledge 

to admit or deny whether the allegations in Paragraph 41 are true as to any other persons. 

42. Goodman Defendants admit the allegations in Paragraph 42. 

43. Goodman Defendants admit the allegations in Paragraph 43. 

44. Goodman Defendants admit the allegations in Paragraph 44. 

45. Goodman Defendants admit the allegations in Paragraph 45. 

46. Goodman Defendants admit the allegations in Paragraph 46. 

47. Goodman Defendants admit the allegations in the first two sentences of 

Paragraph 47. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

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the third and fourth sentences of Paragraph 47. Goodman Defendants deny the remaining 

allegations in Paragraph 47. 

48. Goodman Defendants admit the allegations in Paragraph 48. 

49. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 49. 

50. Goodman Defendants admit that Frinzi did not have corporate authority in March 

2022 to bind the Debtor to a $50 million note. Goodman Defendants lack sufficient knowledge to 

admit or deny the remaining allegations in Paragraph 50. 

51. Goodman Defendants admit that Frinzi did not have corporate authority in March 

2022 to bind the Debtor to a settlement agreement. Goodman Defendants lack sufficient 

knowledge to admit or deny the remaining allegations in Paragraph 51. 

52. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 52. 

53. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 53. 

54. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 54. 

55. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 55. 

56. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 56. 

57. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 57. 

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58. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 58. 

59. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 59. 

60. Goodman Defendants deny the allegations in Paragraph 60. 

61. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 61. 

62. Goodman Defendants admit that (1) 18920 only paid the Goodman Entities $10 

million instead of the $12,372,656.35 provided for in the Purchase Agreements; (2) on or about 

June 6, 2022, Zakharyayev proposed to J. E. Goodman’s counsel a two-step closing process where 

they close on the $10 million first and later close on the remaining amount; and (3) on June 14, 

2022, J. E. Goodman’s counsel agreed with Zakharyayev to revise the Stock Purchase Agreement 

of GDMN to reduce the number of shares being sold. Goodman Defendants lack sufficient 

knowledge to admit or deny the allegations in the final three sentences of Paragraph 62. Goodman 

Defendants deny the remaining allegations in Paragraph 62. 

63. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 63. 

64. Goodman Defendants deny that they conspired with anyone. Goodman Defendants 

lack sufficient knowledge to admit or deny the remaining allegations in Paragraph 64. 

D. Motives 

1. Frinzi 

65. Goodman Defendants admit that at the time of the transactions in question J. E. 

Goodman had historical and institutional knowledge regarding Plaintiffs. Goodman Defendants 

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lack sufficient knowledge to admit or deny the allegations in the fourth and fifth sentences of 

Paragraph 65. Goodman Defendants deny the remaining allegations in Paragraph 65. 

66. Goodman Defendants deny the allegations in Paragraph 66. 

2. Goodman 

67. Goodman Defendants admit that (1) J. E. Goodman knew that the Debtor’s 

preferred shares had no mandatory redemption right; (2) J. E. Goodman was a shareholder and 

director of the Debtor at the time the Debtor filed the Sixth Amendment with the Texas Secretary 

of State; (3) the remaining Goodman Defendants were shareholders of the Debtor at the time the 

Debtor filed the Sixth Amendment with the Texas Secretary of State. Goodman Defendants deny 

the remaining allegations in Paragraph 67. 

3. 18920, Zakharyayev and Pinkhasova 

68. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 68. 

69. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 69. 

70. Goodman Defendants admit the allegations in Paragraph 70. 

71. Goodman Defendants deny the allegations in the first sentence of Paragraph 71. 

Goodman Defendants admit the allegations in the second sentence of Paragraph 71. Goodman 

Defendants lack sufficient knowledge to admit or deny the allegations in the third sentence of 

Paragraph 71. 

72. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 72. 

73. Goodman Defendants deny the allegations in the second sentence of Paragraph 73. 

Goodman Defendants deny that Zakharyayev relied on any representation from J. E. Goodman. 

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Goodman Defendants lack sufficient knowledge to admit or deny the remaining allegations in 

Paragraph 73. 

74. Goodman Defendants admit the allegations in the first sentence of Paragraph 74. 

Goodman Defendants deny the remaining allegations in Paragraph 74. 

75. Goodman Defendants admit the allegations in the first two sentences of 

Paragraph 75. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

the third and fourth sentences of Paragraph 75. Goodman Defendants deny the remaining 

allegations in Paragraph 75. 

76. Goodman Defendants deny the allegations in Paragraph 76. 

77. Goodman Defendants lack sufficient knowledge to admit or deny 18920’s intent. 

Goodman Defendants deny that the allegations in Paragraph 77 describe the Goodman 

Defendants’ intent. 

78. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 78. 

79. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 79. 

80. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 80. 

81. Goodman Defendants admit that (1) 18920 only paid the Goodman Entities $10 

million instead of the $12,372,656.35 provided for in the Purchase Agreements; (2) on or about 

June 6, 2022, Zakharyayev proposed to J. E. Goodman’s counsel a two-step closing process where 

they close on the $10 million first and later close on the remaining amount; and (3) on June 14, 

2022, J. E. Goodman’s counsel agreed with Zakharyayev to revise the Stock Purchase Agreement 

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of GDMN to reduce the number of shares being sold. Goodman Defendants lack sufficient 

knowledge to admit or deny the allegations in the second and third sentences of Paragraph 81. 

Goodman Defendants deny the remaining allegations in Paragraph 81. 

IV. Causes of Action 

Count 1: Bankruptcy Code Fraudulent Transfer (18920 and Goodman Entities)

82. Goodman Defendants incorporate their responses to paragraphs 1 through 81 as if 

fully set forth herein. 

83. Goodman Defendants deny the allegations in Paragraph 83. 

84. Goodman Defendants admit the allegations in Paragraph 84. 

85. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 85. 

86. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 86. 

87. Goodman Defendants deny the allegations in Paragraph 87. 

88. Goodman Defendants deny the allegations in Paragraph 88. 

Count 2: TUFTA Fraudulent Transfer (18920 and Goodman Entities)

89. Goodman Defendants incorporate their responses to paragraphs 1 through 88 as if 

fully set forth herein. 

90. Goodman Defendants admit the allegations in Paragraph 90. 

91. Goodman Defendants admit the allegations in Paragraph 91. 

92. Goodman Defendants deny the allegations in Paragraph 92. 

93. Goodman Defendants admit the allegations in Paragraph 93. 

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94. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 94. 

95. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 86. 

96. Goodman Defendants deny the allegations in Paragraph 96. 

97. Goodman Defendants deny the allegations in Paragraph 97. 

98. Goodman Defendants deny that the Trustee is entitled to recover his costs and 

attorneys’ fees. 

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

99. Goodman Defendants incorporate their responses to paragraphs 1 through 98 as if 

fully set forth herein. 

100. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 100. 

101. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 101. 

102. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 102. 

103. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 103. 

104. Goodman Defendants deny the allegations in Paragraph 104. 

105. Goodman Defendants deny the allegations in Paragraph 105. 

106. Goodman Defendants deny that the Trustee is entitled to recover his costs and 

attorneys’ fees. 

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Count 4: Recovery of Avoided Transfers

107. Goodman Defendants incorporate their responses to paragraphs 1 through 106 as if 

fully set forth herein. 

108. Goodman Defendants deny the allegations in Paragraph 108. 

109. Goodman Defendants admit that the Trustee seeks the relief described in 

Paragraph 109 but denies that the Trustee is entitled to obtain any relief or judgment against the 

Goodman Defendants as pled or otherwise. 

110. Goodman Defendants admit that the Trustee seeks the relief described in 

Paragraph 110 but denies that the Trustee is entitled to obtain any relief or judgment against the 

Goodman Defendants as pled or otherwise. 

111. Goodman Defendants admit that the Trustee seeks the relief described in 

Paragraph 111 but denies that the Trustee is entitled to obtain any relief or judgment against the 

Goodman Defendants as pled or otherwise. 

112. Goodman Defendants admit that the Trustee seeks the relief described in 

Paragraph 112 but denies that the Trustee is entitled to obtain any relief or judgment against the 

Goodman Defendants as pled or otherwise. 

Count 5: Breach of Fiduciary Duty (Trustee v. Frinzi)

113. Goodman Defendants incorporate their responses to paragraphs 1 through 112 as if 

fully set forth herein. 

114. Goodman Defendants admit the allegations in Paragraph 114. 

115. Goodman Defendants deny that Frinzi was acting to or did, enrich Goodman, 

through the Goodman Entities, at the expense of the Debtor. Goodman Defendants lack sufficient 

knowledge to admit or deny the remaining allegations in Paragraph 115. 

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116. Goodman Defendants deny that Frinzi acted recklessly to benefit Goodman.

Goodman Defendants lack sufficient knowledge to admit or deny the remaining allegations in 

Paragraph 115. 

117. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 117. 

118. Goodman Defendants admit that the Trustee seeks the relief described in 

Paragraph 118. 

Count 6: Breach of Fiduciary Duty (GNET v. Frinzi)

119. Goodman Defendants incorporate their responses to paragraphs 1 through 118 as if 

fully set forth herein. 

120. Goodman Defendants admit the allegations in Paragraph 120. 

121. Goodman Defendants deny that Frinzi was acting to or did, enrich Goodman, 

through the Goodman Entities, at the expense of the Debtor. Goodman Defendants lack sufficient 

knowledge to admit or deny the remaining allegations in Paragraph 121. 

122. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 122. 

123. Goodman Defendants admit that the Trustee seeks the relief described in 

Paragraph 123. 

Count 7: Conspiracy (Goodman, Zakharyayev and Pinkhasova)

124. Goodman Defendants incorporate their responses to paragraphs 1 through 123 as if 

fully set forth herein. 

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125. Goodman Defendants admit that Plaintiffs have described the general elements of 

a civil conspiracy. Goodman Defendants lack sufficient knowledge to admit or deny whether such 

description correctly describes a civil conspiracy claim applicable in this proceeding. 

126. Goodman Defendants deny the allegations in Paragraph 126. 

127. Goodman Defendants admit that Frinzi owed fiduciary duties to the Debtor and 

GNET. Goodman Defendants deny the remaining allegations in Paragraph 127. 

128. Goodman Defendants deny the allegations in Paragraph 128. 

129. Goodman Defendants deny the allegations in Paragraph 129. 

130. Goodman Defendants admit that the Trustee seeks the relief described in 

Paragraph 130 but denies that the Trustee is entitled to obtain any relief or judgment against the 

Goodman Defendants as pled or otherwise. 

Count 8: Fraud (Pinkhasova)

131. Goodman Defendants incorporate their responses to paragraphs 1 through 130 as if 

fully set forth herein. 

132. Goodman Defendants admit that Plaintiffs have described the general elements of 

a fraud claim. Goodman Defendants lack sufficient knowledge to admit or deny whether such 

description correctly describes a fraud claim applicable in this proceeding. 

133. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 133. 

134. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 134. 

135. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 135. 

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136. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 136. 

137. Goodman Defendants deny that J. E. Goodman told Frinzi that there was a 

mandatory redemption right. Goodman Defendants lack sufficient knowledge to admit or deny the 

remaining allegations in Paragraph 137. 

138. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 138. 

139. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 139. 

140. Goodman Defendants admit that the Trustee seeks the relief described in 

Paragraph 140. 

Count 9: Aiding and Abetting (Zakharyayev)

141. Goodman Defendants incorporate their responses to paragraphs 1 through 140 as if 

fully set forth herein. 

142. Goodman Defendants admit that Plaintiffs have described the general elements of 

aiding and abetting. Goodman Defendants lack sufficient knowledge to admit or deny whether 

such description correctly describes a claim applicable in this proceeding. 

143. Goodman Defendants lack sufficient knowledge to admit or deny the allegations in 

Paragraph 143. 

144. Goodman Defendants deny the allegations in Paragraph 144. 

145. Goodman Defendants admit that the Trustee seeks the relief described in 

Paragraph 145. 

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V. DEFENSES

1. Goodman Defendants received payment on an antecedent debt. 

2. Goodman Defendants received the complained of transfers in good faith and 

without relevant knowledge of the avoidability of the transfers. 

3. Goodman Defendants were mediate or subsequent transferees who took in good 

faith from an initial transferee. 

4. Goodman Defendants plead proportionate responsibility under Chapter 33 of the 

Texas Civil Practice and Remedies Code. 

VI. JURY DEMAND

Goodman Defendants demand a trial by jury on all claims to which they are entitled to a 

Jury. 

VII. PRAYER

Goodman Defendants deny any allegations in Plaintiffs’ Complaint that are not specifically 

admitted above and deny that Plaintiffs are entitled to obtain any relief or judgment against 

Goodman Defendants as pled or otherwise. 

 

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Dated October 16, 2023 Respectfully submitted, 

PULMAN, CAPPUCCIO & PULLEN, LLP 

2161 NW Military Highway, Suite 400 

San Antonio, Texas 78213 

www.pulmanlaw.com

(210) 222-9494 Telephone

(210) 892-1610 Facsimile

By: /s/ Randall A. Pulman 

Randall A. Pulman 

Texas State Bar No. 16393250 

rpulman@pulmanlaw.com

Leslie Sara Hyman 

Texas State Bar No. 00798274 

lhyman@pulmanlaw.com 

ATTORNEYS FOR DEFENDANTS JAMES GOODMAN,

PEOPLE NQ, INC., JJC & PEOPLE, LLC, AND

GDMN FAMILY INVESTMENTS 2, LLLC

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CERTIFICATE OF SERVICE

The undersigned certifies that on October 16, 2023, the foregoing will be electronically 

mailed to the parties that are registered or otherwise entitled to receive electronic notices in this 

case pursuant to the Electronic Filing Procedures in this District. 

Via CM/ECF drukavina@munsch.com 

Davor Rukavina 

Munsch, Hardt, Kopf & Harr 

500 N. Akard Street, Ste 3800 

Dallas, TX 75201-6659 

Via CM/ECF: jgolinkin@jlcfirm.com 

Joseph Webster Golinkin, II 

Jordan, Lynch & Cancienne PLLC 

1980 Post Oak Blvd. Ste 2300 

Houston, TX 77056 

Via CM/ECF jason.rudd@wickphillips.com 

Jason M. Rudd 

Wick Phillips Gould & Martin LLP 

3131 McKinney Ave. Ste 500 

Dallas, TX 75204 

/s/ Randall A. Pulman 

Randall A. Pulman 

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