1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA
9 Gulf Coast Bank & Trust Company, No. CV-25-04855-PHX-KML
10 Plaintiff, ORDER
11 v.
12 GTG Logistics Incorporated, et al.,
13 Defendants. 14 15 In exchange for security interests and payments, Gulf Coast Bank purchased debts 16 owed to several related trucking, logistics, and warehousing entities under “factoring 17 agreements.” Gulf Coast alleges that after the factoring relationship deteriorated, the 18 contracting entities and their owners began routing business and customer payments 19 through an affiliated entity—defendant Container Boss—to circumvent Gulf Coast’s rights 20 under the agreements. Gulf Coast brought this action against the contracting entities and 21 Container Boss to recover amounts owed to it under the factoring agreements. Container 22 Boss moves to dismiss for lack of personal jurisdiction, but Gulf Coast has made a prima 23 facie showing that Container Boss is the alter ego of the contracting entities. The motion 24 to dismiss is denied. 25 I. Background 26 Gulf Coast Bank & Trust Company is a Louisiana bank engaged in the factoring 27 business. (Doc. 1 at 2.) Defendants Goodwin Trucking Group Inc. and Goodwin 28 Companies, LLC provide trucking services, and defendant GTG Logistics provides 1 warehousing services. (Doc. 1 at 4.) Joe and Tricia Goodwin are a married couple 2 domiciled in New Jersey and one or both of them are the sole members of various defendant 3 entities. (Doc. 1 at 2–3.) Defendant Container Boss “purports to offer warehouse services 4 like GTG Logistics from the same warehouse in New Jersey,” and the Goodwins are also 5 its only two members.1 (Doc. 1 at 3, 7.) 6 This case arises from Gulf Coast’s factoring relationship with Goodwin Trucking, 7 Goodwin Companies, and GTG Logistics (collectively the “GTG Entities”). In factoring, 8 a “factor” (e.g., Gulf Coast) purchases accounts receivable from a business known as the 9 “factoring client” (e.g., any of the GTG Entities). (Doc. 1 at 3–4.) The customer who owes 10 payment on the account is the “account debtor.” (Doc. 1 at 3–4.) As a factor, Gulf Coast 11 advances funds to factoring clients by purchasing their accounts and taking a security 12 interest in their assets to secure repayment. (Doc. 1 at 4.) Once Gulf Coast purchases an 13 account, the factoring client no longer retains any legal or equitable interest in that account, 14 and Gulf Coast obtains the exclusive right to receive payment from the account debtor. 15 (Doc. 1 at 4.) Account debtors are notified that the factoring client’s accounts have been 16 assigned to Gulf Coast and that payments originally owed to the factoring client should be 17 made directly to Gulf Coast. (Doc. 1 at 4.) 18 In the summer of 2025, account debtors began disputing invoices from the GTG 19 Entities. (Doc. 1 at 6.) As a result, under the factoring agreements, the GTG Entities were 20 required to repurchase disputed invoices from Gulf Coast. (Doc. 1 at 6.) Accordingly, Gulf 21 Coast made buyback requests to the GTG Entities. (Doc. 1 at 6.) But payment problems 22 continued even after Gulf Coast and the GTG Entities attempted to resolve issues related 23 to the disputed invoices, because account debtors also began disputing new invoices that 24 Gulf Coast purchased from the GTG Entities. (Doc. 1 at 6.) For example, JinkoSolar, the 25 GTG Entities’ largest customer, disputed its entire $913,831 balance of invoices based on 26 1 Defendants contend GTG Logistics operates out of 201 Bay Ave. in Port Elizabeth, New 27 Jersey, rather than 340 S. Stiles St. in Linden. (Doc. 33 at 5.) Gulf Coast notes that GTG Logistics uses the Linden address as its “Main Business Address” on its certificate of 28 incorporation, that GTG email signature blocks identify a “Linden Warehouse” at 340 S. Stiles St. (Doc. 30 at 4–5.) 1 allegedly fraudulent or misrepresented charges by the GTG Entities. (Doc. 1 at 6.) Around 2 the same time, Joe Goodwin also allegedly received $81,027 from account debtor Warrior 3 Trucking that should have been paid to Gulf Coast. (Doc. 1 at 6.) After these events, Gulf 4 Coast stopped purchasing new invoices from the GTG Entities in August 2025. (Doc. 1 at 5 7.) Gulf Coast claims it is owed approximately $1.2 million in unpaid invoices. (Docs. 1 at 6 8; 30 at 12–13.) 7 Although Gulf Coast stopped purchasing new invoices, it was entitled to collect the 8 $1.2 million from all accounts receivable, including any invoices Gulf Coast had not 9 specifically acquired. (See Doc. 1 at 4, 8, 10–11.) In other words, Gulf Coast was entitled 10 to collect from future invoices even if the GTG Entities performed the work after Gulf 11 Coast stopped buying their invoices. To avoid paying Gulf Coast, the GTG Entities and the 12 Goodwins allegedly began routing the GTG Entities’ business through Container Boss. 13 (Doc. 1 at 7.) Before that point, GTG Logistics regularly issued invoices to its customers 14 TQL and JinkoSolar for warehousing services, and, because of the factoring agreements, 15 those customers typically paid Gulf Coast directly. (Doc. 1 at 7.) Gulf Coast alleges that 16 after it stopped buying the GTG Entities’ invoices, it stopped receiving payments from 17 TQL and JinkoSolar. (Doc. 1 at 7.) Container Boss then allegedly began invoicing 18 customers such as JinkoSolar for the same work provided by the GTG Entities to 19 circumvent any financial obligations to Gulf Coast. (Doc. 1 at 7–8, 17–18.) 20 Gulf Coast alleges the Container Boss invoice to JinkoSolar was remarkably similar 21 to the GTG Entities’ invoices and appeared to concern services performed by the GTG 22 Entities rather than Container Boss. (Doc. 1 at 8.) Container Boss had never invoiced 23 JinkoSolar before November 2025, and JinkoSolar told Gulf Coast that “GTG was now 24 invoicing under Container Boss.” (Doc. 1 at 8.) The Container Boss invoice to JinkoSolar 25 bore the name “Container Boss” at the top right, but instructed JinkoSolar to pay “GTG 26 Warehouse” and identified Goodwin Trucking in the shipping information. (Doc. 1 at 27 16‑17, 50–52.) JinkoSolar also allegedly received credit memos belonging to the GTG 28 Entities and reduced its payments to Container Boss by the amount of those credits. (Doc. 1 1 at 17.) Gulf Coast alleges the payments to Container Boss should have gone to it under 2 the factoring agreements. (Doc. 1 at 8, 17.) 3 Because of this alleged scheme, Gulf Coast seeks to hold Container Boss liable 4 under an alter-ego theory. (Doc. 1 at 16–18.) Gulf Coast filed suit in Arizona because the 5 factoring agreements contain Arizona forum-selection clauses and Arizona choice-of-law 6 provisions. (Doc. 1 at 24, 31, 38.) A valid forum-selection clause is sufficient to establish 7 consent to personal jurisdiction in the selected forum. See S.E.C. v. Ross, 504 F.3d 1130, 8 1149 (9th Cir. 2007); Productive People, LLC v. Ives Design, No. CV-09-1080-PHX- 9 GMS, 2009 WL 1749751, at *1 (D. Ariz. June 18, 2009). There is no dispute the GTG 10 Entities are subject to personal jurisdiction in Arizona or that Arizona law applies. 11 The complaint makes abundantly clear that Gulf Coast believes Container Boss is 12 an alter ego of the other entities. It uses the phrase “alter ego” twenty-seven times, often 13 explicitly describing Container Boss as “a successor-in-interest and/or alter ego for the 14 GTG Entities.” (Doc. 1 at 10.) Overlooking these alter-ego allegations, Container Boss 15 moves to dismiss for lack of personal jurisdiction because Container Boss itself has no 16 contacts with Arizona. (Doc. 17.) After Gulf Coast pointed out that Container Boss ignored 17 the alter-ego allegations that provided a basis for jurisdiction (Doc.
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1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA
9 Gulf Coast Bank & Trust Company, No. CV-25-04855-PHX-KML
10 Plaintiff, ORDER
11 v.
12 GTG Logistics Incorporated, et al.,
13 Defendants. 14 15 In exchange for security interests and payments, Gulf Coast Bank purchased debts 16 owed to several related trucking, logistics, and warehousing entities under “factoring 17 agreements.” Gulf Coast alleges that after the factoring relationship deteriorated, the 18 contracting entities and their owners began routing business and customer payments 19 through an affiliated entity—defendant Container Boss—to circumvent Gulf Coast’s rights 20 under the agreements. Gulf Coast brought this action against the contracting entities and 21 Container Boss to recover amounts owed to it under the factoring agreements. Container 22 Boss moves to dismiss for lack of personal jurisdiction, but Gulf Coast has made a prima 23 facie showing that Container Boss is the alter ego of the contracting entities. The motion 24 to dismiss is denied. 25 I. Background 26 Gulf Coast Bank & Trust Company is a Louisiana bank engaged in the factoring 27 business. (Doc. 1 at 2.) Defendants Goodwin Trucking Group Inc. and Goodwin 28 Companies, LLC provide trucking services, and defendant GTG Logistics provides 1 warehousing services. (Doc. 1 at 4.) Joe and Tricia Goodwin are a married couple 2 domiciled in New Jersey and one or both of them are the sole members of various defendant 3 entities. (Doc. 1 at 2–3.) Defendant Container Boss “purports to offer warehouse services 4 like GTG Logistics from the same warehouse in New Jersey,” and the Goodwins are also 5 its only two members.1 (Doc. 1 at 3, 7.) 6 This case arises from Gulf Coast’s factoring relationship with Goodwin Trucking, 7 Goodwin Companies, and GTG Logistics (collectively the “GTG Entities”). In factoring, 8 a “factor” (e.g., Gulf Coast) purchases accounts receivable from a business known as the 9 “factoring client” (e.g., any of the GTG Entities). (Doc. 1 at 3–4.) The customer who owes 10 payment on the account is the “account debtor.” (Doc. 1 at 3–4.) As a factor, Gulf Coast 11 advances funds to factoring clients by purchasing their accounts and taking a security 12 interest in their assets to secure repayment. (Doc. 1 at 4.) Once Gulf Coast purchases an 13 account, the factoring client no longer retains any legal or equitable interest in that account, 14 and Gulf Coast obtains the exclusive right to receive payment from the account debtor. 15 (Doc. 1 at 4.) Account debtors are notified that the factoring client’s accounts have been 16 assigned to Gulf Coast and that payments originally owed to the factoring client should be 17 made directly to Gulf Coast. (Doc. 1 at 4.) 18 In the summer of 2025, account debtors began disputing invoices from the GTG 19 Entities. (Doc. 1 at 6.) As a result, under the factoring agreements, the GTG Entities were 20 required to repurchase disputed invoices from Gulf Coast. (Doc. 1 at 6.) Accordingly, Gulf 21 Coast made buyback requests to the GTG Entities. (Doc. 1 at 6.) But payment problems 22 continued even after Gulf Coast and the GTG Entities attempted to resolve issues related 23 to the disputed invoices, because account debtors also began disputing new invoices that 24 Gulf Coast purchased from the GTG Entities. (Doc. 1 at 6.) For example, JinkoSolar, the 25 GTG Entities’ largest customer, disputed its entire $913,831 balance of invoices based on 26 1 Defendants contend GTG Logistics operates out of 201 Bay Ave. in Port Elizabeth, New 27 Jersey, rather than 340 S. Stiles St. in Linden. (Doc. 33 at 5.) Gulf Coast notes that GTG Logistics uses the Linden address as its “Main Business Address” on its certificate of 28 incorporation, that GTG email signature blocks identify a “Linden Warehouse” at 340 S. Stiles St. (Doc. 30 at 4–5.) 1 allegedly fraudulent or misrepresented charges by the GTG Entities. (Doc. 1 at 6.) Around 2 the same time, Joe Goodwin also allegedly received $81,027 from account debtor Warrior 3 Trucking that should have been paid to Gulf Coast. (Doc. 1 at 6.) After these events, Gulf 4 Coast stopped purchasing new invoices from the GTG Entities in August 2025. (Doc. 1 at 5 7.) Gulf Coast claims it is owed approximately $1.2 million in unpaid invoices. (Docs. 1 at 6 8; 30 at 12–13.) 7 Although Gulf Coast stopped purchasing new invoices, it was entitled to collect the 8 $1.2 million from all accounts receivable, including any invoices Gulf Coast had not 9 specifically acquired. (See Doc. 1 at 4, 8, 10–11.) In other words, Gulf Coast was entitled 10 to collect from future invoices even if the GTG Entities performed the work after Gulf 11 Coast stopped buying their invoices. To avoid paying Gulf Coast, the GTG Entities and the 12 Goodwins allegedly began routing the GTG Entities’ business through Container Boss. 13 (Doc. 1 at 7.) Before that point, GTG Logistics regularly issued invoices to its customers 14 TQL and JinkoSolar for warehousing services, and, because of the factoring agreements, 15 those customers typically paid Gulf Coast directly. (Doc. 1 at 7.) Gulf Coast alleges that 16 after it stopped buying the GTG Entities’ invoices, it stopped receiving payments from 17 TQL and JinkoSolar. (Doc. 1 at 7.) Container Boss then allegedly began invoicing 18 customers such as JinkoSolar for the same work provided by the GTG Entities to 19 circumvent any financial obligations to Gulf Coast. (Doc. 1 at 7–8, 17–18.) 20 Gulf Coast alleges the Container Boss invoice to JinkoSolar was remarkably similar 21 to the GTG Entities’ invoices and appeared to concern services performed by the GTG 22 Entities rather than Container Boss. (Doc. 1 at 8.) Container Boss had never invoiced 23 JinkoSolar before November 2025, and JinkoSolar told Gulf Coast that “GTG was now 24 invoicing under Container Boss.” (Doc. 1 at 8.) The Container Boss invoice to JinkoSolar 25 bore the name “Container Boss” at the top right, but instructed JinkoSolar to pay “GTG 26 Warehouse” and identified Goodwin Trucking in the shipping information. (Doc. 1 at 27 16‑17, 50–52.) JinkoSolar also allegedly received credit memos belonging to the GTG 28 Entities and reduced its payments to Container Boss by the amount of those credits. (Doc. 1 1 at 17.) Gulf Coast alleges the payments to Container Boss should have gone to it under 2 the factoring agreements. (Doc. 1 at 8, 17.) 3 Because of this alleged scheme, Gulf Coast seeks to hold Container Boss liable 4 under an alter-ego theory. (Doc. 1 at 16–18.) Gulf Coast filed suit in Arizona because the 5 factoring agreements contain Arizona forum-selection clauses and Arizona choice-of-law 6 provisions. (Doc. 1 at 24, 31, 38.) A valid forum-selection clause is sufficient to establish 7 consent to personal jurisdiction in the selected forum. See S.E.C. v. Ross, 504 F.3d 1130, 8 1149 (9th Cir. 2007); Productive People, LLC v. Ives Design, No. CV-09-1080-PHX- 9 GMS, 2009 WL 1749751, at *1 (D. Ariz. June 18, 2009). There is no dispute the GTG 10 Entities are subject to personal jurisdiction in Arizona or that Arizona law applies. 11 The complaint makes abundantly clear that Gulf Coast believes Container Boss is 12 an alter ego of the other entities. It uses the phrase “alter ego” twenty-seven times, often 13 explicitly describing Container Boss as “a successor-in-interest and/or alter ego for the 14 GTG Entities.” (Doc. 1 at 10.) Overlooking these alter-ego allegations, Container Boss 15 moves to dismiss for lack of personal jurisdiction because Container Boss itself has no 16 contacts with Arizona. (Doc. 17.) After Gulf Coast pointed out that Container Boss ignored 17 the alter-ego allegations that provided a basis for jurisdiction (Doc. 30 at 7), Container Boss 18 inexplicably argued in reply that alter ego was “irrelevant” and a “factual issue[]” that 19 could only be addressed at trial (Doc. 33 at 3–4). 20 II. Standard 21 On a motion to dismiss for lack of personal jurisdiction under Rule 12(b)(2), a 22 plaintiff bears the burden of establishing that jurisdiction is proper. Mavrix Photo, Inc. v. 23 Brand Techs., Inc., 647 F.3d 1218, 1223 (9th Cir. 2011). Where the motion is decided on 24 written materials, the plaintiff need only make a prima facie showing of jurisdictional facts, 25 and uncontroverted allegations in the complaint are taken as true. Schwarzenegger v. Fred 26 Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004). But a plaintiff may not simply rest 27 on the bare allegations of the complaint. Id. Although conflicts between statements 28 contained in affidavits are resolved in the plaintiff’s favor, “disputed allegations in the 1 complaint that are not supported with evidence or affidavits cannot establish jurisdiction.” 2 AMA Multimedia, LLC v. Wanat, 970 F.3d 1201, 1207 (9th Cir. 2020), overruled on other 3 grounds by Briskin v. Shopify, Inc., 135 F.4th 739, 758 (9th Cir. 2025) (en banc). 4 III. Analysis 5 Container Boss’s motion to dismiss establishes it is confused regarding the 6 governing law. It is well-established that “the veil separating affiliated corporations 7 may . . . be pierced to exercise personal jurisdiction” over an entity that otherwise lacks 8 forum contacts. Ranza v. Nike, Inc., 793 F.3d 1059, 1071–72 (9th Cir. 2015). The Ninth 9 Circuit has explicitly discussed veil-piercing between alter-ego entities in the context of 10 assessing personal jurisdiction. Harris Rutsky & Co. Ins. Servs. v. Bell & Clements Ltd., 11 328 F.3d 1122, 1134 (9th Cir. 2003). Harris Rutsky squarely held an entity’s forum 12 contacts “may be imputed to” a different entity where the two are alter egos. Id. at 1134. 13 Gulf Coast relies on that theory here, arguing that undisputed personal jurisdiction over the 14 GTG Entities extends to the alter ego (Container Boss) of those entities. 15 When a plaintiff seeks to disregard the corporate form, including by using an alter- 16 ego theory, Arizona law requires it to show a unity of control and that observing the 17 corporate form would sanction a fraud or promote injustice. Gatecliff v. Great Republic 18 Life Ins. Co., 821 P.2d 725, 728 (Ariz. 1991); Dietel v. Day, 492 P.2d 455, 457 (Ariz. Ct. 19 App. 1972). Unity of control may be shown through factors including (but not limited to) 20 common officers or directors, undercapitalization, failure to maintain separate corporate 21 identity, diversion of corporate property for personal use, lack of corporate formalities, 22 failure to maintain books and records, and commingling as to financing and payment of 23 expenses. Gatecliff, 821 P.2d at 728; In re Keesling, No. 2-10-BK-00433-CGC, 2012 WL 24 5868883, at *2 (D. Ariz. Nov. 19, 2012). Arizona courts emphasize the corporate form is 25 not disregarded lightly. Chapman v. Field, 602 P.2d 481, 483 (Ariz. 1979). 26 Gulf Coast has made a prima facie showing of unity of control between Container 27 Boss and the GTG Entities. Most notably, considerable factual allegations support 28 commingling of financing and expenses and failure to maintain separate corporate 1 identities. To start, shortly after Gulf Coast stopped factoring the GTG Entities’ invoices 2 in August 2025, several of the GTG Entities’ customers stopped paying Gulf Coast. (Doc. 3 1 at 7.) Around that time, Container Boss began invoicing those same customers for the 4 same services historically provided by the GTG Entities. (Doc. 1 at 7–8.) The invoice 5 Container Boss presented to at least one of those customers, JinkoSolar, allegedly looked 6 remarkably similar to the GTG Entities’ prior invoices and concerned the same services 7 historically provided by the GTG Entities at the exact same warehouse. (Doc. 1 at 8.) The 8 invoice bears the name “Container Boss” in one part, but instructions directed check 9 payments to “GTG Warehouse,” and the shipping report is labeled “Goodwin Trucking 10 Group Inc.” (Doc. 1 at 16–17, 50–52.) That invoice also lists Container Boss’s address as 11 340 South Stiles Street—the same address used by several or all of the GTG Entities. 12 According to Gulf Coast, these strategies were part of an effort to avoid the GTG Entities’ 13 contractual obligations to Gulf Coast. (Doc. 1 at 7.) 14 Even JinkoSolar appeared confused about whether Container Boss and the GTG 15 Entities were distinct, allegedly telling Gulf Coast that “GTG was now invoicing under 16 Container Boss.” (Doc. 1 at 8.) Further demonstrating blurred corporate identities, 17 JinkoSolar received credit memos belonging to the GTG Entities in connection with 18 Container Boss invoices and then reduced its payment to Container Boss by the amount of 19 those GTG credits. (Doc. 1 at 17.) And despite these invoices, Container Boss allegedly 20 had no contract with JinkoSolar and was not actually rendering services to it; instead, the 21 GTG Entities were merely using Container Boss on invoices to avoid paying Gulf Coast. 22 (Doc. 1 at 17.) These allegations support a reasonable inference that Container Boss and 23 the GTG Entities disregarded corporate separateness by commingling finances and 24 expenses—moving invoices, receivables, customer credits, and payment instructions 25 across entity lines as convenient. See Gatecliff, 821 P.2d at 728; In re Keesling, 2012 WL 26 5868883, at *2. 27 On top of those allegations, the GTG Entities and Container Boss share common 28 ownership and management. The owners of Container Boss, Joe and Tricia Goodwin, also 1 maintain ownership and management roles with the GTG Entities: Joe signed the GTG 2 Logistics factoring agreement as “owner” and Goodwin Trucking’s factoring agreement as 3 “president,” and Tricia owns Goodwin Companies. (Docs. 1 at 2, 25, 32, 39.) Common 4 ownership and shared management alone are generally insufficient to establish alter ego, 5 see Ranza, 793 F.3d at 1073–74, but they are relevant to unity of control when combined 6 with other facts showing corporate separateness was disregarded. See Gatecliff, 821 P.2d 7 at 728; In re Keesling, 2012 WL 5868883, at *2. Taken together, Gulf Coast’s allegations 8 are enough at this stage to show unity of control between Container Boss and the GTG 9 Entities. 10 Gulf Coast has also made a prima facie showing that observing corporate 11 separateness would promote injustice. The factoring agreements gave Gulf Coast the right 12 to collect payments from the GTG Entities’ account debtors and a security interest in the 13 GTG Entities’ accounts receivable. (Doc. 1 at 4–5, 23–24.) After the GTG Entities’ 14 invoices became disputed and Gulf Coast cut off funding, Container Boss allegedly began 15 billing the GTG Entities’ customers for the same services while still using GTG remittance 16 information, GTG shipping information, and GTG customer credits. (Doc. 1 at 7–8, 16‑17.) 17 Taking those allegations as true, this goes beyond a failure to pay contractual debts: 18 respecting Container Boss’s corporate separateness would allow the GTG Entities to 19 continue performing the same work, generating receivables through an affiliated entity 20 while avoiding Gulf Coast’s factoring rights. At this stage, those allegations satisfy the 21 fraud-or-injustice prong. See Gatecliff, 821 P.2d at 728. 22 Gulf Coast has made a prima facie showing that Container Boss is the alter ego of 23 the GTG Entities. Because the GTG Entities are subject to personal jurisdiction in Arizona 24 through the factoring agreements’ forum-selection clauses, Gulf Coast has sufficiently 25 alleged personal jurisdiction extends to Container Boss. Harris Rutsky, 328 F.3d at 26 1134‑35. 27 / 28 / 1 Accordingly, 2 IT IS ORDERED Container Boss’s motion to dismiss (Doc. 17) is DENIED. The 3 || case management deadlines established in the order dated March 16, 2026, apply equally 4|| to Container Boss. 5 Dated this 28th day of May, 2026. 6
Honorable Krissa M. Lanham 9 United States District Judge 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
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