CORE/3503617.0002/163592252.8

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

UNITED STATES DISTRICT COURT

DISTRICT OF ARIZONA

Tisha Castillo, Karen Christian, and Steve Pratt, on 

behalf of themselves and others similarly situated,

No. 2:17-cv-04688-DLR

TEMPORARY 

RESTRAINING ORDER 

WITH NOTICE

-ANDORDER TO SHOW CAUSE 

WHY A PRELIMINARY 

INJUNCTION SHOULD 

NOT ISSUE

Plaintiffs,

v.

George Harry Johnson and Jana Johnson, a married 

couple; Johnson Utilities, LLC; Johnson 

International, Inc.; George Johnson and Jana 

Johnson as trustees of The George H. Johnson and 

Jana S. Johnson Revocable Trust dated July 9, 

1987; James Franklin Norton; Ultra Management, 

L.L.C.; Hunt MGT., LLC; Roadrunner Transit, 

L.L.C.; Chris Johnson and Jane Doe Johnson, 

husband and wife; Barbara Johnson and John Doe 

Johnson, wife and husband; Chris Johnson and 

Barbara Johnson, as trustees of Pinetop Trust II; 

December Companies, Inc., an Arizona 

corporation; Chris and Margaret Johnson as 

trustees of The Chris Johnson Family Trust dated 

September 14, 2000; BARJO LLC, an Arizona 

limited liability company; Barbara A. Johnson as 

trustee of The B.A.J. Living Trust, 

Defendants.

Before the Court is Plaintiffs’ Application for a Temporary Restraining Order 

and Preliminary Injunction (the "Application"). Based on Plaintiffs’ Application and

having considered the arguments and presentations of counsel, and good cause 

appearing therefor, 

The Court hereby GRANTS the requested Temporary Restraining Order.

Case 2:17-cv-04688-DLR Document 229-3 Filed 12/11/20 Page 1 of 4
2

CORE/3503617.0002/163592252.8

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

FINDINGS

The reasons for the issuance of this Order include all of those stated in the 

Application, which this court incorporates herein as its findings/conclusions. These 

findings include, but are not limited to, the following: 

1. There is evidence in the record that Defendant George Johnson paid 

money that was directed to the spouse of an Arizona Corporation Commissioner with 

the intent that it influence, and that did in fact influence, the Commissioner to vote on 

two matters in the way that Defendant Johnson desired, in violation of Ariz. Rev. Stat. 

§ 13-2602.

2. After evidentiary hearings, the Arizona Corporation Commission (ACC) 

ruled that Johnson Utilities, LLC (“JU”) has transferred millions of dollars in cash out 

of JU to the parties identified in Plaintiffs' Second Amended Complaint (Doc. 207) as 

the Fraudulent Transfer Defendants.

3. Plaintiffs have presented evidence that these transfers are fraudulent, as 

defined in A.R.S. §§ 44-1004(A), (B), -1005. 

4. On October 5, 2020, EPCOR Water Arizona, Inc. ("EPCOR") and JU

jointly applied to the ACC to approve the sale of all of JU’s assets to EPCOR (the 

"Asset Sale"). 

5. Based on publicly-available documents, JU will receive at least $65 

million from the Asset Sale (the “Sale Proceeds”).

6. The joint application requested that the Asset Sale be approved by the 

ACC in time to close by December 31, 2020, at which time JU will receive the Sale 

Proceeds.

7. There is a sufficient likelihood that JU will transfer the Sale Proceeds, or 

otherwise dissipate them, unless it is enjoined from doing so. 

8. This Order is therefore warranted to preserve the status quo. 

Case 2:17-cv-04688-DLR Document 229-3 Filed 12/11/20 Page 2 of 4
3

CORE/3503617.0002/163592252.8

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

CONCLUSIONS

Based upon these findings, the Court concludes: 

1. Plaintiffs have demonstrated the presence of "serious questions" and at 

least "a fair chance of success" on the merits of its claims. 

2. Plaintiffs face immediate and irreparable harm due to the likelihood that 

JU will transfer, dispose of, or dissipate the Sale Proceeds without this Order.

3. The potential injury to Plaintiffs is irreparable and warrants the entry of 

this Order because if JU transfers or otherwise disposes of the Sale Proceeds, JU will be 

rendered judgment-proof.

4. The balance of hardships tips sharply in Plaintiffs’ favor because they will 

suffer irreparable harm if this Order is not granted, while JU will not suffer substantial

harm if this Order is granted.

5. The public interest favors injunctive relief because Plaintiffs, a class of 

40,000 JU wastewater customers and 30,000 JU water customers, seek to recover 

payments that were allegedly fraudulently charged.

6. Plaintiffs have complied with Rule 65(d) of the Federal Rules of Civil 

Procedure. 

THEREFORE, IT IS HEREBY ORDERED that to preserve the status quo, 

Defendant Johnson Utilities is hereby enjoined and restrained from transferring, 

secreting, assigning, pledging, mortgaging or hypothecating the Sale Proceeds without 

prior court approval.

IT IS FURTHER ORDERED that Johnson Utilities may deposit the Sale 

Proceeds in federally-insured depository accounts, and may also invest the Sale 

Proceeds in publicly-traded readily marketable securities. All account statements 

relating to any such deposits or investments must be provided to counsel for Plaintiffs 

within five calendar days of Johnson Utilities receipt of such statements. 

Case 2:17-cv-04688-DLR Document 229-3 Filed 12/11/20 Page 3 of 4
4

CORE/3503617.0002/163592252.8

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

IT IS FURTHER ORDERED that this Order is immediately effective and shall 

expire after the hearing set on ________, 20__, unless further Order is issued by this 

Court. 

IT IS FURTHER ORDERED:

 No bond shall be posted by Plaintiffs; OR

 Plaintiffs shall post a bond in the amount of $______________ prior to 

a hearing on the preliminary injunction they requested.

IT IS FURTHER ORDERED, setting a hearing on ___________, 20___, at 

__________ o’clock a.m./p.m. to determine whether there is good cause to continue this 

Order to supplant it with a Preliminary Injunction pending trial of this matter on the 

merits. 

IT IS FURTHER ORDERED that the preliminary injunction hearing set in this 

case shall be held at 401 W. Washington St., Phoenix, Arizona 85004, Courtroom ___, 

or by video conference as set forth in General Order 20-40. 

IT IS FURTHER ORDERED that Plaintiffs shall ensure that each affected 

party is provided with a copy of this Order.

Case 2:17-cv-04688-DLR Document 229-3 Filed 12/11/20 Page 4 of 4