Theodore Leach, et al. v. Dennett Ingram, et al.

• Court: District Court, D. Nevada
• Decided: September 30, 2025
• Docket: 2:22-cv-01809
• Status: Unknown

Opinion

1 2 3 4 UNITED STATES DISTRICT COURT 5 DISTRICT OF NEVADA 6 * * *

7 THEODORE LEACH, et. al., Case No. 2:22-cv-01809-RFB-NJK

8 Plaintiffs, ORDER

9 v.

10 DENNETT INGRAM, et al.,

11 Defendants.

12 13 Before the Court are Defendants’ Motion for Summary Judgment (ECF No. 110), 14 Plaintiffs’ Motion to Appoint Receiver (ECF No. 123), and Defendants’ Motion to Strike (ECF 15 No. 130). For the following reasons, Defendants’ Motion for Summary Judgment and Motion to 16 Strike are partially granted. Meanwhile, Plaintiffs’ Motion to Appoint Receiver is denied. 17 18 I. PROCEDURAL HISTORY 19 On October 6, 2022, Plaintiffs1 filed a complaint in the Eighth Judicial District Court of 20 the State of Nevada. See ECF No. 1-1. On October 28, 2022, Defendants removed this case to 21 federal court. See ECF No. 1. The case was originally assigned to the Honorable Judge Jennifer 22 A. Dorsey of the U.S. District Court for the District of Nevada. 23 On July 14, 2023, the Court approved a stipulation limiting Defendants ability to “sell, 24 transfer, or convey” disputed assets. See ECF No. 33. 25 With the Court’s permission, Plaintiffs filed the Second Amended Complaint on September 26 17, 2024. See ECF Nos. 103, 104. Through this filing, Plaintiffs added Haxxr Pte Ltd. (“Haxxr”)

27 1 On August 7, 2022, the Court appointed Jason Kerrigan as guardian ad litem for his father James Kerrigan 28 for the purposes of this case. See ECF No. 92. Thus, the Court’s references to “Plaintiffs” throughout this Order cover Jason Kerrigan. 1 as a defendant in this case. See id. Defendants filed their amended answer on October 2, 2024. See 2 ECF No. 106. 3 On November 4, 2024, Defendants filed a motion for summary judgment on Plaintiffs’ 4 claims. See ECF No. 110. Pursuant to an extended briefing schedule, see ECF No. 114, Plaintiffs 5 responded on December 5, 2024. See ECF No. 120. Defendants filed their reply on December 19, 6 2024. See ECF No. 126. 7 On December 12, 2024, Plaintiffs filed a motion to appoint receiver. See ECF No. 123. 8 Defendants responded on December 26, 2024. See ECF No. 127. Plaintiffs filed their reply on 9 January 2, 2025. See ECF No. 129. On January 8, 2025, Defendant filed a motion to strike portions 10 of this reply. See ECF No. 130. Plaintiffs responded to Defendant’s motion to strike on January 11 22, 2025. See ECF No. 131. 12 On June 20, 2025, Judge Dorsey recused herself from further participation in this case. See 13 ECF No. 132. The case was randomly reassigned to the Honorable Judge Richard F. Boulware, II 14 of the U.S. District Court of Nevada on June 23, 2025. See ECF No. 133. 15 16 II. FACTUAL BACKGROUND 17 At its core, this case is a commercial dispute about a block of approximately 65,000 internet 18 addresses (“IP Assets”). The Court’s factual findings are as follows. 19 A. Undisputed Facts 20 Based on its review of the record, the Court finds the following facts to be undisputed. 21 Defendant Dennett Ingram is the principal-decision maker for the four corporate 22 Defendants involved in this case: EpicUp Holdings, Inc. (Arizona); EpicUp Holdings, Inc. 23 (Wyoming); EpicUp PTE. Ltd (“EpicUp PTE”); and Haxxr Pte Ltd. (“Haxxr”). EpicUp PTE and 24 Haxxr are Singaporean entities. Meanwhile, Plaintiffs Theodore Leach and James Kerrigan are 25 individual investors who partnered with Defendants to sell the IP Assets. 26 In November 2021, Plaintiffs agreed to loan Ingram $200,000 so that he could acquire full 27 legal title to the IP Assets such that he could sell them. Legal title to internet addresses is 28 determined by a series of worldwide registry organizations. Each organization exercises regional 1 jurisdiction over a specific range of internet addresses, and addresses cannot be transferred without 2 their respective organization’s approval. The American Registry for Internet Numbers, Ltd. 3 (“ARIN”) exercises jurisdiction over the IP Assets. 4 On November 23, 2021, the Parties entered into a written brokerage agreement 5 (“Brokerage Agreement”). It is undisputed that the Brokerage Agreement was drafted by Plaintiffs. 6 Under its terms, Plaintiffs could earn a percentage of the final sale price of the IP Assets by 7 brokering their sale. For the purposes of this Order, the Brokerage Agreement features the 8 following key provisions: 9 • “The general intent of the parties is to ensure that [Defendant EpicUp Holdings, Inc. 10 (Arizona)] takes ownership and complete interest in the IP numbers.” ECF No. 121-3 11 at ¶ 3. 12 • “[C]ommissions . . . would be paid to the BROKERS after the listed IP numbers are 13 sold.” Id. ¶ 4. 14 • “By signing below, the SELLER agrees that once the identity of the purchaser is 15 revealed, that certain enumerated compensation be paid to the BROKER for the 16 consideration of obtaining the particular purchaser.” Id. ¶ 7. 17 • “As compensation for the sale the SELLER will receive the greater of 2.2 million US 18 dollars or 80% of the final sale price paid by the buyer.” Id. ¶ 8 19 • “[T]he BROKERS agree[ ] to take all appropriate measures and action in order to 20 facilitate the sale of the IP addresses.” Id. ¶ 13. 21 • “This Agreement constitutes the entire agreement between the parties with respect to 22 this transaction. This Agreement may not be changed or modified except by instrument 23 in writing signed by the parties hereto.” ECF No. 121-3 at ¶ 15. 24 • “This Agreement shall automatically expire as of 5:00 P.M. . . . March 1st, 2022, unless 25 prior to such date and time it has been fully executed by the parties and delivered with 26 all contemplated attachments by Seller to Buyer.” Id. ¶ 17. 27 Shortly thereafter, Plaintiffs identified a prospective buyer for the IP Assets: Jack Hazan, 28 the Executive Vice President of Northeast Technologies II, LLC (“Northeast Technologies”). On 1 December 21, 2021, Plaintiffs transferred $200,000 to Defendants. Acting on behalf of Defendant 2 EpicUp PTE, Ingram entered into a purchase agreement with Mr. Hazan for the sale of the IP 3 Assets (“Purchase Agreement”). The Purchase Agreement was drafted by Northeast Technologies, 4 and it explicitly identifies EpicUp PTE and Northeast Technologies as “Parties.” ECF No. 121-8 5 at 1. Furthermore, it sets the purchase price at $2,925,000. See id. ¶ 2. The Purchase Agreement 6 also clarifies that “[a]ll prior . . . agreements . . . between the Parties . . . are superseded by [it].” 7 Id. ¶ 17. Finally, it establishes a 60-day closing period from the time of signing. See id. ¶ 4. The 8 Parties did not clear title to the IP Assets during this period. 9 In late February 2022, Ingram sent Plaintiffs a series of communications discussing the 10 potential extension of the Brokerage Agreement. Relevant here, Ingram proposed “continu[ing] 11 everything as is, maybe set[ting] a new loan ending period for 1 year from [then]. [Plaintiffs would] 12 for sure [ ] get [their] investment back eventually, along with 20% of the sale.” ECF No. 121-12 13 (February 21, 2022, email from Ingram to Plaintiffs). Ingram also proposed expanding the Parties’ 14 agreement “to include leasing.” Id. A few days later, Ingram sent a text message stating that he 15 gave Plaintiffs “50% of leasing revenue for perpetuity / until [they sell the IP Assets], whenever 16 that is.” ECF No. 121-14. 17 On March 5, 2022, Plaintiff Ted Leach sent an email stating that “[t]he 50/50 split on the 18 lease is ok with [him] and [he] think[s] leaving the original agreement in place . . . makes the most 19 sense.” ECF No. 121-17 (March 5, 2022, email exchange between Ingram and Plaintiffs). That 20 same day, Ingram reaffirmed that “[t]he 50/50 split on the lease is okay with [him], and [that he is 21 also] willing to leave the original agreement in place.” Id. 22 On March 14, 2022, Defendant EpicUp PTE entered a month-to-month lease with Oculus 23 Networks (“Oculus Lease”) which was arranged by Hazan on behalf of Hilco IP Services LLC 24 (“Hilco”). The Parties signed a Memorandum of Agreement (“MOA”) in which they agreed to 25 split lease proceeds in half. See ECF No. 121-18 at ¶ 4. It is undisputed that lease revenue proceeds 26 were disbursed in accordance with the MOA until the lease expired in August 2022. Plaintiffs have 27 not received any lease revenue since then. 28 On July 13, 2022, Ingram emailed Hazan to inquire whether he would “be willing to draft 1 up a new agreement . . . [that is] the exact same as before, just with a new expiration date, and it 2 won’t involve Ted or Jason at all.” ECF No. 121-21. Then, on September 3, 2022, Ingram sent a 3 follow up email asking Hazan to confirm that their new agreement is “not related or connected to 4 [Plaintiffs] in any way.” ECF No. 121-28. 5 On August 24, 2022, ARIN notified Ingram that title had been cleared and placed in 6 EpicUp’s name. At the same time, ARIN placed a one-year restriction on EpicUp’s ability to 7 transfer title to anyone. 8 B. Disputed Facts 9 The Court finds that the following facts are disputed by the Parties. 10 First, the Parties dispute whether Defendants fully disclosed the IP Assets’ title issues 11 before Plaintiffs disbursed the $200,000 loan. According to Plaintiffs, Ingram misrepresented that 12 “there would be no title issues and that the IPs could be sold immediately.” ECF No. 121-29 at 13 ¶ 17 (declaration of Jason Kerrigan). Meanwhile, Defendants allege that they fully disclosed the 14 presence of title issues through a series of email exchanges in late November 2021. 15 Second, the Parties dispute whether the Brokerage Agreement was extended beyond March 16 2022. Defendant alleges that the Parties never executed a signed agreement modifying this 17 deadline. In response, Plaintiffs point to various communications in which the Parties discuss an 18 extension. 19 Third, the Parties dispute whether Hazan was still a prospective buyer after the expiration 20 of the Purchase Agreement. Defendants point to the Purchase Agreement, which lapsed when the 21 Parties failed to clear title to the IP Assets during the agreement’s closing period. Plaintiffs cite 22 Mr. Hazan’s deposition testimony, in which he confirmed that his company was “ready, willing, 23 and able as of August 29th, 2022, to close the deal.” ECF No. 121-31 at 97. 24 Fourth, the Parties dispute whether Plaintiffs fulfilled their obligation to “facilitate the sale” 25 of the IP Assets under the Brokerage Agreement. Defendants allege that Plaintiffs made no 26 meaningful efforts to clear title. Meanwhile, Plaintiffs point Ingram’s December 8, 2021, email, 27 in which he states that he does not “think there is much needed on [Plaintiffs’] side . . . until [he 28 finishes] getting these transitions all approved and finalized.” ECF No. 121-4. 1 Fifth, the Parties dispute whether they entered a contract that entitles Plaintiffs to more 2 lease proceeds. Defendants assert that Plaintiffs have received everything they are owed pursuant 3 to the terms of the MOA. Meanwhile, Plaintiffs point to a series of communications to show that 4 the Parties entered a broader contract entitling Plaintiffs to lease revenue until the sale of the IP 5 Assets. 6 Sixth, the Parties dispute which Defendant owns and controls the IP Assets. Defendants 7 claim that title remains in EpicUp Holdings. In response, Plaintiffs point to various documents that 8 describe EpicUp PTE as the owner of the IP Assets. 9 10 III. LEGAL STANDARDS 11 A. Summary Judgment 12 Summary judgment is appropriate when the pleadings, depositions, answers to 13 interrogatories, and admissions on file, together with the affidavits, if any, show “that there is no 14 genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” 15 FED. R. CIV. P. 56(a); accord Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). The substantive 16 law governing a matter determines which facts are material to a case. See Anderson v. Liberty 17 Lobby, Inc., 477 U.S. 242, 248 (1986). Since all of Plaintiffs’ claims arise under state law, the 18 Court looks to Nevada law throughout the course of this Order. See In re Cnty. of Orange, 784 19 F.3d 520, 527 (9th Cir. 2015) (“[F]ederal courts sitting in diversity apply state substantive law.”) 20 (citation omitted). 21 The moving party bears the burden of showing the absence of material disputes of fact. See 22 Celotex, 477 U.S. at 323. The burden then shifts to the nonmoving party to show specific facts 23 demonstrating a genuine factual dispute for trial. See Matsushita Elec. Indus. Co. v. Zenith Radio 24 Corp., 475 U.S. 574, 587 (1986). When considering the propriety of summary judgment, the Court 25 views all facts and draws all inferences in the light most favorable to the nonmoving party. See 26 Gonzalez v. City of Anaheim, 747 F.3d 789, 793 (9th Cir. 2014). 27 Nevertheless, the nonmoving party may not merely rest on the allegations of their 28 pleadings. They must produce specific facts by affidavit or other evidence showing a genuine issue 1 of fact. See Anderson, 477 U.S. at 256. In other words, the nonmoving party “must do more than 2 simply show that there is some metaphysical doubt as to the material facts . . . Where the record 3 taken as a whole could not lead a rational trier of fact to find for the nonmoving party, there is no 4 genuine issue for trial.” Scott v. Harris, 550 U.S. 372, 380 (2007) (internal quotation marks 5 omitted). It is improper for the Court to resolve genuine factual disputes or make credibility 6 determinations at the summary judgment stage. See Zetwick v. Cnty. of Yolo, 850 F.3d 436, 441 7 (9th Cir. 2017) (citations omitted). 8 The parties must support their motion and opposition with evidence, and specific references 9 to the record, that they want the Court to consider. See FED. R. CIV. P. 56(c)(A); Carmen v. S.F. 10 Unified Sch. Dist., 237 F.3d 1026, 1031 (9th Cir. 2001). It is not the Court's task “to scour the 11 record in search of a genuine issue of triable fact;” rather, the Court relies on the parties to “identify 12 [evidence] with reasonable particularity . . . .” Keenan v. Allan, 91 F.3d 1275, 1279 (9th Cir. 13 1996); Schneider v. TRW, Inc., 938 F.2d 986, 990 n.2 (9th Cir. 1991) (A “[d]istrict court is under 14 no obligation to mine the full record for issues of triable fact”). 15 B. Appointing a Receiver 16 Pursuant to its equitable powers, this Court has broad discretion to appoint a receiver. See 17 Can. Life Assurance Co. v. LaPeter, 563 F.3d 837, 845 (9th Cir. 2009); see also FED. R. CIV. P. 18 66. “[A]ppointing a receiver is an extraordinary equitable remedy, which should be applied with 19 caution.” Id. at 844 (citations and internal quotation marks omitted). The Ninth Circuit has 20 approved of seven non-exclusive factors that district courts should consider when asked to appoint 21 a receiver. See infra Part IV.B.ii. 22 23 IV. DISCUSSION 24 A. Motion for Summary Judgment 25 Defendants bring a motion for summary judgment against all 16 of Plaintiffs’ claims. In 26 turn, the Court addresses each claim below. 27 i. Plaintiffs’ Breach of Contract Claim (Count 1). 28 In Nevada, a breach of contract claim requires “(1) the existence of a valid contract, (2) a 1 breach by the defendant, and (3) damages as a result of the breach.” Saini v. Int’l Game Tech., 434 2 F.Supp.2d 913, 919–20 (D. Nev. 2006) (citing Richardson v. Jones, 1 Nev. 405, 408 (1865)). 3 Defendants focus on the first element. According to Defendants, Plaintiffs’ breach of contract 4 claim fails because the Parties’ rights and obligations were limited to the Brokerage Agreement 5 and the MOU. To simplify their argument, these agreements expired; therefore, Defendants’ 6 conduct did not, and cannot, breach them. Based on the Parties’ communications, the Court cannot 7 agree with Defendants as a matter of law. 8 1. Extension of Terms of Brokerage Agreement. 9 Although the Brokerage Agreement does not entitle Plaintiffs to compensation for merely 10 identifying a prospective seller, there is a genuine dispute of material fact regarding the extension 11 of its terms. 12 As a preliminary matter, the Court rejects Plaintiffs’ interpretation of the Brokerage 13 Agreement, under which they earned a commission when they identified a prospective seller. 14 “Contract interpretation is a question of law.” Redrock Valley Ranch, LLC v. Washoe Cnty., 254 15 P.3d 641, 647 (Nev. 2011). If the terms of a contract are clear and unambiguous, then it must be 16 enforced as written. See Am. First Fed. Credit Union v. Soro, 359 P.3d 105, 106 (Nev. 2015). On 17 the other hand, if a contract is “reasonably susceptible to more than one interpretation,” then it is 18 ambiguous, and the Court may “resort to extrinsic evidence” to determine its meaning. See 19 Margrave v. Dermody Props., Inc., 878 P.2d 291, 293 (Nev. 1994) (citations omitted). Finally, any 20 “ambiguity . . . should be construed against the drafter.” Soro, 359 P.3d at 106 (citation omitted). 21 The Brokerage Agreement is not a model of clarity, and the Court finds that its provisions 22 do not clearly explain when Plaintiffs are entitled to a commission. One provision of the agreement 23 proclaims that Plaintiffs are to be paid “after the listed IP numbers [are] sold.” ECF No. 121-3 at 24 ¶ 4. A few lines later, the agreement states that Plaintiffs should be paid “once the identity of the 25 purchaser is revealed.” Id. ¶ 7. Thus, the Brokerage Agreement is ambiguous as it is reasonably 26 susceptible to more than one interpretation. Under Plaintiffs’ view, they earned their commission 27 as soon as they revealed Hazan as a prospective buyer. Under Defendants’ view, Plaintiffs never 28 earned their commission because the IP Assets have not been sold. 1 Since Plaintiffs drafted the Brokerage Agreement, the Court adopts the latter interpretation. 2 In Nevada, any ambiguities in a contract “should be construed against the drafter.” Soro, 359 P.3d 3 at 106 (citation omitted). Plaintiffs urge the Court to adopt their interpretation of the Brokerage 4 Agreement based on extrinsic evidence. But they fail to identify any evidence that demonstrates 5 that the Parties intended to award Plaintiffs a commission for merely revealing the identity of a 6 prospective buyer. In the absence of this evidence, the Court declines to depart from Nevada’s 7 basic principles of contract interpretation. Thus, the Court finds that the contract does not require 8 Plaintiffs to be paid until the IP Assets are sold. 9 The Court finds that there is a genuine dispute of material fact regarding the extension of 10 the Brokerage Agreement’s terms. In Nevada, “the question of whether a contract exists is one of 11 fact.” May v. Anderson, 119 P.3d 1254, 1257 (Nev. 2005). An enforceable contract requires “an 12 offer and acceptance, meeting of the minds, and consideration.” Id. Here, Plaintiffs have presented 13 evidence of an enforceable contract to extend the Parties’ rights and obligations under the 14 Brokerage Agreement. Specifically, they point to a February 2022 email in which Ingram 15 proposed: (i.) the extension of the Parties’ existing arrangement and (ii.) the extension of the loan- 16 repayment period. See ECF No. 121-12. Plaintiffs also cite a March 5, 2022, email in which 17 Plaintiff Ted Leach expressed his satisfaction with Ingram’s proposal. See ECF No. 121-17. 18 Finally, Defendants themselves cite to deposition testimony in which Ingram acknowledges that 19 the Brokerage Agreement was extended through the end of the Oculus Lease. See ECF No. 110. 20 Based on this evidence, and all reasonable inferences drawn in Plaintiffs’ favor, a reasonable jury 21 could conclude that the Parties agreed to extend their rights and obligations under the Brokerage 22 Agreement, and that the extension of the loan-repayment period served as Plaintiffs’ consideration. 23 Finally, the Court is unpersuaded by Defendants’ brief allusions to various defenses that 24 could theoretically discharge their obligation to pay Plaintiffs a commission pursuant to an 25 enforceable contract. First, Defendants invoke the doctrine of impossibility. See Nebaco, Inc. v. 26 Riverview Realty Co., 482 P.2d 305, 307 (Nev. 1971) (“[T]he defense of impossibility is available 27 to a promisor where his performance is made impossible.”). Specifically, Defendants claim that 28 ARIN’s 1-year restriction on the sale of the IP Assets made it impossible for them to close a sale 1 with Hazan. In response, Plaintiffs cite to Hazan’s deposition testimony, in which he testifies that 2 he was “ready, willing, and able” to finalize the sale of the IP Assets after ARIN’s restriction came 3 to light. See ECF No. 121-31. It is also not clear from the record whether there were exceptions or 4 conditions related to the 1-year restriction or if some other type of transfer arrangement was 5 possible. Based on this evidence, a reasonable jury could conclude that it was not impossible for 6 Defendants to complete the sale. Accordingly, the Court declines to excuse Defendants’ 7 nonperformance as a matter of law based on the doctrine of impossibility. Second, Defendants 8 claim that Plaintiffs’ right to a commission was illusory. Defendants offer no legal analysis or 9 authorities on this point. Thus, the Court declines to entertain this argument. 10 2. Formation of a Broader Lease-Revenue-Sharing Agreement. 11 The Court finds that there is a genuine dispute of material fact regarding the formation of 12 a broader lease-revenue-sharing agreement. As a reminder, “the question of whether a contract 13 exists is one of fact.” Anderson, 119 P.3d at 1257. An enforceable contract requires “an offer and 14 acceptance, meeting of the minds, and consideration.” Id. Plaintiffs have presented evidence of 15 an enforceable contract, whereby the Parties agreed to split revenue generated by leases of the IP 16 Assets until the assets are sold. Specifically, Plaintiffs cite a February 21, 2022, email in which 17 Ingram proposes: (i.) extending the Parties’ agreement to include leasing and (ii.) extending the 18 loan-repayment period. See ECF No. 121-12. Additionally, they point to a February 24, 2022, text 19 message from Ingram, in which he states that he has already “given [Plaintiffs] 50% of leasing 20 revenue for perpetuity / until [the IP Assets are sold], whenever that is.” ECF No. 121-14. Plaintiffs 21 also cite an email by Ted Leach, in which he expresses his satisfaction with the “50/50 split on the 22 lease.” ECF No. 121-17. Based on this evidence, and all reasonable inferences drawn in Plaintiffs’ 23 favor, a reasonable jury could conclude that the Parties agreed to split leasing revenue until the IP 24 Assets are sold, and that the extension of the loan-repayment period served as Plaintiffs’ 25 consideration. 26 Finally, the Court finds that Nevada’s Statute of Frauds does not bar this potential 27 agreement. Under this statute, any agreement that cannot be performed within 1 year by its own 28 terms must be in a signed writing. See NEV. REV. STAT. ANN. § 111.220(1) (West 2025). 1 Otherwise, the contract is void as a matter of law. See Stanley v. A. Levy & J. Zentner Co., 112 2 P.2d 1047, 1052 (Nev. 1941). Here, Plaintiffs have presented evidence of an agreement to split 3 revenue generated by leases of the IP Assets until they are sold. By its own terms, this potential 4 agreement could have been performed within a year, as the IP Assets could have theoretically been 5 sold well before 2023. Finally, the Court notes that Plaintiffs have presented evidence of signed 6 emails memorializing these terms. See ECF No. 121-17. 7 In sum, Plaintiffs’ breach of contract claim relies on the existence of enforceable contracts, 8 which may or may not exist. Nevertheless, based on Plaintiffs’ evidence, a reasonable jury could 9 conclude that they do. Finally, the Court is not persuaded by any of Defendants’ contract defenses. 10 Therefore, it declines to grant summary judgment on this claim. 11 ii. Plaintiffs’ Good Faith and Fair Dealing Claim (Count 2). 12 The Court denies summary judgment on Plaintiffs’ claim for breach of the covenant of 13 good faith and fair dealing. “To establish a claim for breach of the implied covenant of good faith 14 and fair dealing, a plaintiff must prove: (1) the existence of a contract between the parties; (2) that 15 the defendant breached its duty of good faith and fair dealing by acting in a manner unfaithful to 16 the purpose of the contract; and (3) [that] the plaintiff’s justified expectations under the contract 17 were denied.” Dinkins v. Schinzel, 362 F.Supp.3d 916, 927–28 (D. Nev. 2019) (citing Perry v. 18 Jordan, 900 P.2d 335, 338 (Nev. 1995)). Defendants focus on the second element, arguing that 19 they “did nothing to impair or impede any contractual rights Plaintiffs enjoyed.” ECF No. 110. 20 Plaintiffs have presented sufficient evidence to create a genuine issue of disputed fact as 21 to this claim. As discussed above, the Parties dispute whether they entered an enforceable 22 contract to extend their rights and obligations as outlined in the Brokerage Agreement. It is 23 undisputed that the purpose of the agreement is to enable Plaintiffs to “seek a return on their 24 collective $200,000.” ECF No. 110 at ¶ 7. In their response, Plaintiffs cite to various pieces of 25 evidence that suggest that Ingram was unfaithful to this purpose, namely: (i.) emails in which 26 Ingram asks Hazan to exclude Plaintiffs from a new purchase agreement, see ECF Nos. 121-21 27 & 121-28, and (ii.) deposition testimony in which Hazan clarifies that he was willing to close the 28 transaction in spite of the ARIN restriction. See ECF No. 121-31. Based on this evidence, and all 1 reasonable inferences drawn in Plaintiffs’ favor, a reasonable jury could find that Ingram was 2 unfaithful to the purpose of the Parties’ agreement by: a.) attempting to cut Plaintiffs out of a sale 3 they initially arranged and b.) refusing to finalize a transaction that would have entitled Plaintiffs 4 to a commission. 5 Accordingly, the Court denies grant summary judgment on Plaintiffs’ claim for breach of 6 the implied covenant of good faith and fair dealing. 7 iii. Plaintiffs’ Unjust Enrichment Claim (Count 9). 8 The Court denies summary judgment on Plaintiffs’ unjust enrichment claim. In the 9 absence of an enforceable contract, a plaintiff can seek to recover “nonreturnable benefits [that] 10 have been furnished at the defendant’s request” through an unjust enrichment claim. See 11 Certified Fire Prot. Inc. v. Precision Constr., 283 P.3d 250, 256–57 (Nev. 2012) (describing the 12 quasi-contract action for unjust enrichment). “Unjust enrichment exists when the plaintiff confers 13 a benefit on the defendant, the defendant appreciates such benefit, and there is acceptance and 14 retention by the defendant under circumstances such that it would be inequitable for [them] to 15 retain the benefit without payment of the value thereof.” Id. at 257 (citations and internal 16 quotation marks omitted). Defendants argue that Plaintiffs’ unjust enrichment claim fails as a 17 matter of law because: a.) it was not plead in the alternative to Plaintiffs’ contract claims; b.) 18 Defendants did not retain any benefit conferred on them; and c.) Plaintiffs have unclean hands. 19 For the following reasons, the Court disagrees. 20 First, the Court declines to dismiss Plaintiffs’ unjust enrichment claim merely because it 21 was framed as an alternative cause of action. As a preliminary matter, the authorities that 22 Defendants cite on this point do not stand for the proposition that an unjust enrichment claim 23 cannot be plead as a separate cause of action. Instead, they simply clarify that unjust enrichment 24 is not available “where there is an express written agreement.” WMCV Phase 3, LLC v. Shushok 25 & McCoy, Inc., 750 F.Supp.2d 1180, 1196–97 (D. Nev. 2010) (citing Leasepartners Corp. v. 26 Robert L. Brooks Tr. Dated November 12, 1975, 942 P.2d 182, 187 (Nev. 1997)). In any case, 27 Federal Rule of Civil Procedure 8 requires this Court to construe pleadings “so as to do justice.” 28 FED. R. CIV. P. 8(e). In their response, Plaintiffs ask this Court to construe their unjust 1 enrichment claim as an alternative cause of action. To avoid dismissing their claim based on a 2 seemingly non-existent procedural bar, this Court construes it as such. 3 Second, Plaintiffs’ unjust enrichment claim does not fail as a matter of law merely 4 because Defendants returned their $200,000 loan. In the context of unjust enrichment, a benefit 5 can include “services beneficial to or at the request of the other” and “denotes any form of 6 advantage.” Certified Fire Prot. Inc., 283 P.3d at 257 (citations omitted). In short, it “is not 7 confined to retention of money or property.” Id. (citations omitted). Here, Plaintiffs claim that 8 Defendants have retained significant benefits from “Plaintiffs’ financial contributions and 9 strategic efforts,” namely the “acquisition of an IP asset worth about 3 million dollars.” ECF No. 10 22. It is undisputed that Defendants currently retain title to the IP Assets. Thus, this Court cannot 11 conclude that they have not retained a benefit conferred onto them by Plaintiffs as a matter of 12 law. 13 Third, the Court will not bar Plaintiffs from pursuing equitable relief at this juncture. This 14 Court has “broad discretion” in applying the doctrine of unclean hands. See Las Vegas Fetish & 15 Fantasy Halloween Ball, Inc. v. Ahern Rentals, Inc., 182 P.3d 764, 767 (Nev. 2008) (citations 16 omitted). The Parties repeatedly accuse each other of misdeeds. On the current record, the Court 17 does not find that it can apply the doctrine of unclean hands to either party. 18 Moreover, the Court finds that Defendants’ specific allegations of misconduct are not 19 enough to bar Plaintiffs from pursuing their unjust enrichment claim. In applying the doctrine of 20 unclean hands, this Court must consider “the egregiousness of the misconduct at issue” and “the 21 seriousness of the harm caused by the misconduct.” Id. (citations omitted). “Only when these 22 factors weigh against granting the requested equitable relief will the unclean hands doctrine bar 23 that remedy.” Id. (citations omitted). Defendants accuse Plaintiffs of having unclean hands 24 because they: (1) misrepresented their experience as brokers; (2) threatened Ingram; (3) 25 misrepresented their ability to act on James Kerrigan’s behalf; and (4) invited Ingram to commit 26 fraud. Notably, Plaintiffs credibly rebut the first two accusations. See ECF No. 120 at 28–30. 27 While the Court does not discount the severity of any of these accusations, the Court declines to 28 make a finding on this disputed record. Accordingly, the Court declines to bar Plaintiffs from 1 pursuing equitable relief at this time. 2 iv. Plaintiffs’ Fraudulent Transfer Claims (Counts 13–15). 3 Nevada has adopted the Uniform Fraudulent Transfer Act (“UFTA”), which allows three 4 types of transfers to be set aside: “(1) actual fraudulent transfers; (2) constructive fraudulent 5 transfers; and (3) certain transfers by insolvent debtors.” Herup v. First Bos. Fin., LLC, 162 P.3d 6 870, 873 (Nev. 2007) (citing NEV. REV. STAT. ANN. §§ 112.180 & 112.190 (West 2025)). 7 Plaintiffs bring claims under all three provisions, alleging that Defendants made actual and 8 constructive fraudulent transfers while being insolvent. Defendants urge this Court to grant 9 summary judgment against these claims because there is no evidence of Defendants’ intent “to 10 defraud, impair, impede, or hinder” Plaintiffs’ contractual rights. For the following reasons, the 11 Court rejects Defendants’ arguments. 12 As a preliminary matter, “intent to hinder, delay or defraud” is only an element of actual 13 fraudulent transfers. See NEV. REV. STAT. ANN. § 112.180(1)(a) (West 2025). Put simply, a 14 plaintiff must prove different elements to establish that a transfer was constructively fraudulent 15 or made by an insolvent debtor. See Herup, 162 P.3d at 873 n.12 & n.14 (describing these 16 elements). To that end, the Court declines to grant summary judgment on Plaintiffs’ claims of 17 constructive fraudulent transfer or transfer by an insolvent debtor, as Defendants have not 18 substantively addressed them. 19 In any case, Plaintiffs have presented sufficient evidence to survive summary judgment 20 on the issue of actual intent. The UFTA provides a non-exclusive list of factors to determine 21 whether a debtor made a transfer with actual fraudulent intent. See generally NEV. REV. STAT. 22 ANN. § 112.180(2) (West 2025). Amongst other things, a fact finder may consider whether: “(a) 23 [t]he transfer . . . was to an insider; (b) [t]he debtor retained possession or control of the property 24 transferred . . . ; [and] (c) [t]he transfer . . . was . . . concealed.” Id. Defendants maintain that 25 EpicUp Holdings, Inc. has always held title to the IP Assets. In response, Plaintiffs cite various 26 pieces of evidence that suggest that the IP Assets are actually owned by another corporate 27 Defendant, namely EpicUp PTE. See, e.g., ECF No. 121-8 (asserting EpicUp PTE’s “right, title, 28 and interest” in the IP Assets). On this record, a reasonable jury could find that Defendants have 1 discreetly transferred ownership of the IP Assets between themselves, and that their actions 2 reflect actual fraudulent intent based on the UFTA’s factors. It is undisputed that Ingram 3 exercises control over all corporate Defendants, and a jury could reasonably infer that they are 4 insiders relative to each other. In short, there is a genuine dispute of material fact regarding 5 Defendants’ intent, and therefore summary judgment is inappropriate on these claims. 6 v. Plaintiffs’ Intentional Misrepresentation Claims (Counts 3 and 4). 7 In Nevada, “[i]ntentional misrepresentation is established by three factors: (1) a false 8 representation that is made with either knowledge or belief that it is false or without a sufficient 9 foundation, (2) an intent to induce another’s reliance, and (3) damages that result from this 10 reliance.” Nelson v. Heer, 163 P.3d 420, 426 (Nev. 2007) (citation omitted). Notably, “the 11 suppression or omission of a material fact which a party is bound in good faith to disclose is 12 equivalent to a false representation.” Id. (citations and internal quotation marks omitted). 13 Defendants take issue with the first and third elements of Plaintiffs’ claims, arguing that 14 Plaintiffs have failed to concretely identify any fraudulent representations or resulting damages. 15 The Court disagrees. 16 The Court finds that there is a genuine dispute of material fact as to the first element. To 17 show that Defendants made false representations, Plaintiffs point to a declaration2 in which Jason 18 Kerrigan states that “Defendant INGRAM represented to Plaintiffs . . . that there would be no 19 title issues and that the IPs could be sold immediately.” ECF No. 121-29 at ¶ 17. It is undisputed 20 that Defendant Ingram was aware of the title issues associated with the IP Assets. Based on this 21 record, a reasonable jury could conclude that Ingram misrepresented the true extent of the IP 22 Assets’ title issues, either by mischaracterizing or concealing them. 23 Additionally, Plaintiffs have presented sufficient evidence to survive summary judgment

24 2 In their reply, Defendants urge the Court to disregard this declaration because it is self-serving and it 25 contradicts Jason Kerrigan’s prior deposition testimony. In the Ninth Circuit, a “district court can disregard a self- serving declaration that states only conclusions and not facts that would be admissible evidence.” Nigro v. Sears, 26 Roebuck and Co., 784 F.3d 495, 497 (9th Cir. 2015) (citations omitted). For the purposes of this Order, Kerrigan’s declaration details specific facts about Plaintiffs’ interactions with Ingram, as well as Plaintiffs’ state of mind. In other 27 words, the declaration is not “lacking detailed facts and any supporting evidence” such that it would be appropriate to disregard it. See F.T.C. v. Publishers Clearing House, Inc., 104 F.3d 1168, 1171 (9th Cir. 1997). Accordingly, the 28 Court declines to do so. To the extent that the declaration is contradictory, Defendants are free to challenge its weight before a jury. 1 based on the issue of damages. In Nevada, one measure of damages for fraudulent 2 misrepresentation “allows the defrauded party to recover the benefit-of-his-bargain, that is, the 3 value of what he would have if the representations were true, less what he [ ] received.” Randono 4 v. Turk, 466 P.2d 218, 222–23 (Nev. 1970) (citations omitted). The defrauded party must 5 establish that their losses were proximately caused by their reliance on “the original 6 misrepresentation or omission.” Nelson, 163 P.3d at 426 (citation omitted). Here, Plaintiffs have 7 presented evidence of their losses and of causation. To establish their losses, Plaintiffs cite the 8 Brokerage Agreement, the Purchase Agreement, and various declarations to show that they were 9 poised to earn $725,000 through the sale of the IP Assets to Hazan. To show causation, Plaintiffs 10 point to a declaration which clarifies that they decided to contract with Ingram based on his 11 “representations regarding the vendibility of title.” ECF No. 121-29 at ¶ 18. Finally, it is 12 undisputed that the Purchase Agreement did not close due to the IP Assets’ title issues. On this 13 record, the Court finds that there is a genuine dispute of material fact as to whether Plaintiffs 14 suffered damages because of Ingram’s allegedly fraudulent representations. 15 vi. Plaintiffs’ Negligent Misrepresentation Claim (Count 6). 16 The Court grants summary judgment on this claim. To prevail on a claim for negligent 17 misrepresentation, a plaintiff must show that defendant(s) “fail[ed] to exercise reasonable care or 18 competence in obtaining or communicating [false] information.” Barmettler v. Reno Air, Inc., 19 956 P.2d 1382, 1387 (Nev. 1998); Reynolds v. Tufenkjian, 461 P.3d 147, 153 (Nev. 2020) 20 (reaffirming). In other words, a plaintiff must establish that the defendant was somehow 21 negligent. According to Defendants, Plaintiffs have not identified any negligent conduct that 22 could support their negligent misrepresentation claim. The Court agrees. 23 Throughout their response, Plaintiffs do not even discuss this claim, and they certainly do 24 not cite any evidence that could establish Defendants’ negligence. At this procedural posture, it 25 was incumbent on Plaintiffs to establish a genuine dispute of material fact on this issue to 26 preserve their claim for negligent misrepresentation. See Matsushita Elec. Indus. Co. v. Zenith 27 Radio Corp., 475 U.S. 574, 585–86 (1986). Since they do not, the Court finds that a reasonable 28 jury cannot rule in their favor, and it grants summary judgment against this claim. 1 vii. Plaintiffs’ False Promise Claim (Count 5). 2 The Court grants summary judgment on Plaintiffs’ False Promise Claim. “For a 3 promissory fraud claim, the plaintiff must prove five elements . . . : (1) the defendant made a 4 false representation, (2) the defendant knew or believed that the representation was false, (3) the 5 defendant intended to induce the plaintiff [to rely] on the misrepresentation, (4) the plaintiff 6 justifiably relied on the misrepresentation, and (5) the plaintiff suffered damages from the 7 reliance.” Las Vegas Sands, Inc. v. Suen, 367 P.3d 792, at 8 (Nev. 2010) (unpublished table 8 decision) (citing Bulbman, Inc. v. Nev. Bell, 825 P.2d 588, 592 (Nev. 1992)). “Due to these 9 elements, a plaintiff can survive a motion for summary judgment . . . if there is evidence showing 10 that the defendant had no intention of performing the promise at the time when he or she made 11 the promise.” Id. (citing Bulbman, Inc., 825 P.2d at 592). The Court finds that Plaintiffs have 12 failed to meet their burden of production on this specific issue. 13 Plaintiffs claim that Defendant Ingram never intended to perform two promises: (a.) his 14 promise to pay them a commission and (b.) his promise to pay them a share of the IP Assets’ 15 leasing revenue. Nevertheless, Plaintiffs fail to cite any evidence that reveals Ingram’s intent at 16 the time he made these promises—i.e., March of 2022 at the latest. Instead, they rely on federal 17 case law to argue that his fraudulent intent can be inferred from his failure to perform these 18 promises several months later. But the Nevada Supreme Court has clarified that “[t]he mere 19 failure to fulfill a promise . . . in the future . . . [does] not give rise to a fraud claim absent 20 evidence that the promisor had no intention to perform at the time the promise was made.” 21 Bulbman, Inc., 825 P.2d at 592 (citation omitted). In other words, Plaintiffs cannot establish that 22 Ingram made fraudulent promises by merely asserting that he failed to perform them several 23 months down the line. 24 Since Plaintiffs have not presented evidence that would allow a reasonable jury to rule in 25 their favor on an essential element of their promissory fraud claim, the Court grants summary 26 judgment on this claim. 27 viii. Plaintiffs’ Negligence Claim (Count 7). 28 Defendants argue that Plaintiffs’ negligence claim fails as a matter of law because it is 1 barred by the economic loss doctrine. The Court agrees. 2 Nevada’s economic loss “doctrine bars unintentional tort actions when the plaintiff seeks 3 to recover purely economic losses.” Terracon Consultants W., Inc. v. Mandalay Resort Grp., 206 4 P.3d 81, 86 (Nev. 2009). Through their negligence claim, Plaintiffs seek to do just that, as they 5 are asking for damages. See ECF No. 103 at ¶ 133. Granted, the Nevada Supreme Court has 6 carved out narrow exceptions to the economic loss doctrine. See, e.g., Halcrow, Inc. v. Eighth 7 Jud. Dist. Ct., 302 P.3d 1148, 1153 (Nev. 2013) (recognizing an exception for certain negligent 8 misrepresentation claims). Nevertheless, Plaintiffs do not even ask this Court to consider them. 9 This is unsurprising, as Plaintiffs’ negligence claim is framed as a straightforward unintentional 10 tort action, and it falls squarely within the ambit of the economic loss doctrine. See Terracon 11 Consultants W., Inc., 206 P.3d at 87 (“[A] plaintiff may not recover in negligence for economic 12 losses.”) (citation omitted). 13 Since Plaintiffs’ negligence claim is barred by the economic loss doctrine, it fails as a 14 matter of law. Accordingly, the Court grants summary judgment on this claim. 15 ix. Plaintiffs’ Procuring Cause Claim (Count 11). 16 Nevada’s “doctrine of ‘procuring cause’ developed primarily to protect [a] broker where 17 he or she arranges a sale but nonetheless, according to the strict terms of the broker’s contract, 18 the broker is not otherwise entitled to a commission.” Carrigan v. Ryan, 858 P.2d 29, 30 (Nev. 19 1993) (citation omitted). It has generally been applied in the context real estate transactions, 20 where it has enabled brokers to recover in quantum meruit insofar as “an employment contract” 21 exists and the broker was “the ‘procuring cause’ of [a] sale.” Id. (citations omitted). Defendants 22 argue that Plaintiffs cannot recover under this equitable doctrine because a sale has not occurred. 23 The Court agrees. It is undisputed that the IP Assets have not been sold. Plaintiffs cannot 24 show that they were the “procuring cause” of a sale that never occurred. And, this Court has not 25 been presented with any authority that suggests that a broker can invoke the doctrine of 26 procuring cause in the absence of a sale. In fact, the Court’s review of the relevant case law 27 demonstrates that Nevada courts apply this doctrine only after a sale has occurred. See, e.g., 28 Atwell v. Sw. Sec., 820 P.2d 766, 768 (Nev. 1991) (“The Marina and Tropicana Golf Course 1 were eventually sold. . . .”); Carrigan, 858 P.2d at 30 (“After the closing, Ryan refused to pay 2 Brown his commission.”); Shell Oil Co. v. Ed. Hoppe Realty Inc., 540 P.2d 107, 108 (Nev. 3 1975) (“Prior to the sale in question . . . .”). Finally, the Court notes that Plaintiffs have presented 4 no evidence of an “employment contract”—the other element of an unjust enrichment claim 5 premised on the doctrine of procuring cause. 6 In sum, Plaintiffs have not, and cannot, present evidence that enables them to invoke the 7 doctrine of procuring cause. Accordingly, their procuring cause claim fails as a matter of law, 8 and this Court grants summary judgment on this claim. 9 x. Plaintiffs’ Conversion Claim (Count 10). 10 The Court grants summary judgment on Plaintiffs’ conversion claim. In Nevada, 11 “[c]onversion is a distinct act of dominion wrongfully exerted over another’s personal property 12 in denial of, or inconsistent with [their] title or rights therein or in derogation, exclusion, or 13 defiance of such title or rights.” Evans v. Dean Witter Reynolds, Inc., 5 P.3d 1043, 1048 (Nev. 14 2000) (emphasis added) (citation and internal quotation marks omitted). It follows that a plaintiff 15 must have a cognizable interest in the property that forms the basis of their claim(s) to succeed 16 on a theory of conversion. Based on the plain text of the Brokerage Agreement, the Court finds 17 that Plaintiffs do not have a property interest in the IP Assets. 18 It is undisputed that the Parties entered into the Brokerage Agreement to define their 19 rights and obligations relative to the purchase and sale of the IP Assets. As a reminder, 20 “[c]ontract interpretation is a question of law,” Redrock Valley Ranch, LLC, 254 P.3d at 647, 21 and this Court must enforce the clear and unambiguous terms of a contract. See Am. First Fed. 22 Credit Union, 359 P.3d at 106. The Brokerage Agreement clearly states that “[t]he general intent 23 of the parties is to ensure that [Defendant EpicUp Holdings, Inc. (Arizona)] takes ownership and 24 complete interest in the [IP Assets].” ECF No. 121-3 at ¶ 3. 25 Plaintiffs cannot overcome the plain text of this provision by relying on a handful 26 statements which suggest that they have a stronger interest in the IP Assets. As a preliminary 27 matter, the Court cannot vary or contradict the clear, definite terms of the Brokerage Agreement 28 based on statements, negotiations, or agreements that were made before it was drafted. See Ringle 1 v. Bruton, 86 P.3d 1032, 1037–38 (Nev. 2004) (describing the parole evidence rule). So, the Court 2 disregards any evidence of the Parties’ original oral agreement, as this agreement and its 3 underlying negotiations merged into the Brokerage Agreement. See Tallman v. First Nat’l Bank 4 of Nev., 208 P.2d 302, 306 (Nev. 1949); see also ECF No. 121-3 at ¶ 15 (provision of the 5 Brokerage Agreement that clarifies that it is the Parties’ “entire agreement”). Finally, Plaintiffs 6 have not presented evidence of a subsequent agreement to modify this provision. At most, they 7 have created a genuine dispute of material fact as to whether the original terms of the Brokerage 8 Agreement were extended beyond March 1, 2022. See supra Part IV.A.i.1. 9 The Court grants summary judgment on this claim. 10 xi. Plaintiffs’ Alter Ego Claim (Count 12). 11 According to Defendants, Plaintiffs’ alter ego claim fails as a matter of law because only 12 judgment creditors can bring this type of claim as an independent cause of action. Based on 13 Nevada’s limited case law on this specific issue, the Court agrees. 14 Generally, the alter ego doctrine is a theory of liability that empowers courts to “pierc[e] 15 the corporate veil” when a defendant abuses its formalities. See LFC Mktg. Grp. Inc. v. Loomis, 16 8 P.3d 841, 845–46 (Nev. 2000) (citations omitted). In doing so, a court casts aside the 17 “corporate cloak” and allows a plaintiff to proceed against a business organization’s individual 18 owner(s). See Ene v. Graham, 546 P.3d 1232, 1235–36 (Nev. 2024). To avoid due process 19 concerns, the Nevada Supreme Court has interpreted this doctrine to supply a separate cause of 20 action to creditors who seek to make a third party liable on an existing judgment. See Magliarditi 21 v. TransFirst Grp., Inc., 450 P.3d 911, at 2 (Nev. 2019) (unpublished table decision) (“[T]he alter 22 ego doctrine can be a separate cause of action when the claim is filed as a means for a judgment 23 creditor to pursue the execution of a prior judgment.”); see also Callie v. Bowling, 160 P.3d 878, 24 881 (Nev. 2007) (“A [judgment creditor] who wishes to assert an alter ego claim must do so in 25 an independent action against the alleged alter ego with the requisite notice, service of process, 26 and other attributes of due process.”). 27 It is undisputed that Plaintiffs are not judgment creditors. Furthermore, they do not ask 28 the Court to expand this cause of action to other types of claimants. In fact, Plaintiffs do not even 1 discuss this claim in their response. Accordingly, Plaintiffs’ alter ego claim fails as a matter of 2 law, and the Court grants summary judgment on this claim. 3 To be clear, the Court expresses no opinion on whether Plaintiffs can rely on the alter ego 4 doctrine as a theory of liability, as opposed to an independent cause of action. Plaintiffs are 5 welcome to invoke this doctrine to argue that Defendant Ingram is “personally liable for all of 6 the debts and obligations” of his co-defendants. See ECF No. 103 at ¶ 164. 7 xii. Plaintiffs’ Claims for Declaratory and Injunctive Relief (Counts 8 and 16). 8 In their complaint, Plaintiffs assert independent claims for “Declaratory Relief” and 9 “Injunctive Relief.” See ECF No. 103 at 15 & 22. For the following reasons, the Court grants 10 summary judgment on both of these claims. 11 1. Plaintiffs’ Requests for Declaratory Relief Are Irrelevant or Duplicative. 12 Plaintiffs seek a declaratory judgment that would determine: (a.) the Parties’ rights and 13 obligations under a property insurance policy; (b.) the Parties’ rights and obligations under “the 14 agreements;” and (c.) the Parties’ rights and obligations with respect to Plaintiffs’ claims. See ECF 15 No. 103 ¶¶ 138–39. The Court will not consider these requests through an independent cause of 16 action because they are irrelevant to this case or duplicative of Plaintiffs’ other claims. 17 As a preliminary matter, this case is not an insurance dispute, and the Parties have not 18 brought an insurance policy to this Court’s attention. Therefore, the Court disregards Plaintiffs’ 19 requests for declaratory relief regarding irrelevant insurance policies. 20 Plaintiffs’ remaining requests are duplicative of their other claims. First, a declaratory 21 judgment on the Parties’ actual or alleged agreements would be duplicative of Plaintiffs’ breach 22 of contract claim. Second, a declaratory judgment on Plaintiffs’ claims is necessarily duplicative 23 of the claims themselves. “Where a claim for declaratory relief is merely duplicative of other 24 causes of action asserted by a plaintiff, dismissal is proper.” Tyler v. Travelers Com. Ins. Co., 499 25 F.Supp.3d 693, 702 (N.D. Cal. 2020) (citing Swartz v. KPMG LLP, 476 F.3d 756, 765–66 (9th 26 Cir. 2007)). 27 Accordingly, the Court grants summary judgement on Plaintiffs’ independent claim for 28 declaratory relief. 1 2. Injunctive Relief Is Not A Separate Cause of Action. 2 Plaintiffs are also pursuing injunctive relief as a separate cause of action. It is well-settled 3 that injunctive relief is a remedy, not an independent cause of action. See, e.g., Carrington 4 Mortg. Servs., LLC v. SFR Inv. Pool 1, LLC, 377 F.Supp.3d 1187, 1193 (D. Nev. 2019); In re 5 Wal-Mart Wage & Hour Emp. Pracs. Litig., 490 F.Supp.2d 1091, 1130 (D. Nev. 2007). 6 Accordingly, the Court grants summary judgment against this claim 7 To the extent that Plaintiffs seek a preliminary injunction, they must file a separate 8 motion with updated arguments. The Court declines to grant an “extraordinary remedy” based on 9 stale arguments embedded in an off-topic brief that is now several months old. Cf. Winter v. 10 Nat’l Res. Def. Council, Inc., 555 U.S. 7, 22 (characterizing a preliminary injunction as an 11 “extraordinary remedy” that requires clear showings). 12 3. Declaratory and Injunctive Relief for Plaintiffs’ Other Claims 13 To be clear, the Court is only granting summary judgment on Plaintiffs’ independent claims 14 for declaratory and injunctive relief. Plaintiffs can still pursue these remedies based on their other 15 claims. 16 xiii. The Court Declines to Limit Plaintiffs’ Damages at this Time. 17 Finally, the Court declines to limit Plaintiffs’ damages at this time. Defendants ask the 18 Court to limit Plaintiffs’ damages because they have not provided adequate computations, as 19 required by Federal Rule of Civil Procedure 26. See FED. R. CIV. P. 26(a)(1)(A)(iii). This Court 20 has broad discretion over discovery sanctions, see Payne v. Exxon Corp., 121 F.3d 503, 507 (9th 21 Cir. 1997), and it may impose “a wide range of sanctions” on a party when it fails to comply with 22 discovery rules. See Wyle v. R.J. Reynolds Indus., Inc., 709 F.2d 585, 589 (9th Cir. 1983); see 23 also FED. R. CIV. P. 37(b)(2). 24 At this point, the Court will not limit Plaintiffs’ damages. Defendants have not established 25 any harm resulting from Plaintiffs’ allegedly deficient computations. Defendants did not bring this 26 deficiency to the Court’s attention before the close of discovery. And Plaintiffs can still provide 27 complete calculations of their damages and fees based on their remaining claims. 28 1 B. Motion to Appoint Receiver 2 The Court now turns to Plaintiffs’ Motion to Appoint Receiver. The Court denies their 3 motion. 4 i. Defendants’ Motion to Strike. 5 Before ruling on Plaintiffs’ motion to appoint a receiver, the Court must decide whether it 6 should strike certain elements of Plaintiffs’ reply in support of this motion. Specifically, 7 Defendants urge the Court to strike: a.) new authorities; b.) new evidence; and c.) new arguments 8 supported by either of them. 9 A district court should not consider new arguments or evidence in a reply brief unless the 10 opposing party has had an opportunity to respond to them. See Flathead-Lolo-Bitterroot Citizen 11 Task Force v. Mont., 98 F.4th 1180, 1189–90 (9th Cir. 2024). 12 Initially, the Court declines to strike the new authorities cited in Plaintiffs’ reply. 13 Defendants offer no support for their argument that a reply brief cannot contain new authorities. 14 The Court will not adopt the odd proposition that a party cannot provide new authorities in a reply 15 brief, which very well could support existing arguments. 16 Nevertheless, the Court will strike new evidence submitted in Plaintiffs’ reply, namely: a.) 17 the Affidavit of Theodore Leach and b.) the Supplemental Information Provide by Thomas 18 Fantacone. See ECF Nos. 129-2 & 129-3. It is undisputed that these exhibits were presented for 19 the first time in Plaintiffs’ reply. Therefore, this Court cannot consider them unless it offers 20 Defendants an opportunity to respond to them, and this Court declines to delay a ruling on 21 Plaintiffs’ motion to appoint a receiver. Accordingly, this Court disregards these exhibits, and any 22 associated footnotes, for the purposes of this Order. 23 Finally, the Court declines to strike the so-called new arguments in Plaintiffs’ reply. In 24 their motion to strike, Defendants urge the Court to disregard all arguments supported by the “new 25 Exhibits [ ] and . . . authorities” in Plaintiffs’ reply. See ECF No. 130 at ¶ 3. In other words, 26 Defendants identify no specific arguments that are purportedly new. Based on its review of 27 Plaintiffs’ reply, the Court finds that it revolves around arguments that Plaintiffs already presented 28 in their original motion. 1 ii. Appointment of a Receiver. 2 Pursuant to its equitable powers, this Court has broad discretion to appoint a receiver. See 3 Can. Life Assurance Co. v. LaPeter, 563 F.3d 837, 845 (9th Cir. 2009); see also FED. R. CIV. P. 4 66. Nevertheless, the Ninth Circuit has cautioned that a receiver “is an extraordinary equitable 5 remedy, which should be applied with caution.” Id. at 844 (citations and internal quotation marks 6 omitted). To that end, the Ninth Circuit has approved of seven non-exclusive factors to guide 7 district courts’ discretion in this context, namely: “(1) whether [the party] seeking the appointment 8 has a valid claim; (2) whether there is fraudulent conduct or the probability of fraudulent conduct[ ] 9 by the defendant; (3) whether the property is in imminent danger of being lost, concealed, injured, 10 diminished in value, or squandered; (4) whether legal remedies are inadequate; (5) whether the 11 harm to plaintiff by denial of the appointment would outweigh injury to the party opposing 12 appointment; (6) the plaintiff's probable success in the action and the possibility of irreparable 13 injury to plaintiff's interest in the property; and, (7) whether [the] plaintiff's interests sought to be 14 protected will in fact be well-served by receivership.” Id. (citations and internal quotation marks 15 omitted). 16 Based on these factors, the Court declines to appoint a receiver over the corporate 17 Defendants. The Court finds that only two of these factors weighs firmly in favor of appointment. 18 Specifically, Plaintiffs have presented valid claims. See supra Part IV.A. Furthermore, a receiver 19 would serve Plaintiffs’ interests in preserving the IP Assets, as a receiver would exercise direct 20 control over the assets and any revenue generated by them. On the other side of the equitable 21 ledger, the Court finds that the remaining factors do not support the appointment of a receiver. 22 First, Plaintiffs have not established a probability of success on their remaining claims, as 23 they are all based on fiercely disputed facts. See id. Second, Plaintiffs have not established that 24 there is a probability of fraudulent conduct, as their claims of fraud are also factually disputed. See 25 id. At best, they have established a possibility of success and fraudulent conduct. 26 Third, Plaintiffs have not shown that their alleged interest in the IP Assets is in imminent 27 danger of being lost, diminished, concealed, or squandered.3 Defendants currently hold the IP

28 3 In reaching this conclusion, the Court is mindful of the fact that Plaintiffs waited over two years to seek the 1 Assets, and they cannot sell them pursuant to this Court’s prior Order. See ECF No. 33. It is 2 undisputed that these assets are worth more than the approximately $1,000,000 Plaintiffs were 3 seeking before this Court dismissed many of their claims. See ECF No. 120 at 22. If, and when, 4 Plaintiffs succeed on any of their claims, the IP Assets can be liquidated to satisfy their judgment 5 against Defendants. 6 Fourth, Plaintiffs have not shown that legal remedies are inadequate here. At the end of the 7 day, Plaintiffs are seeking monetary damages through this lawsuit. An award of damages is the 8 poster child of legal remedies. See Ariz. Dream Act Coal. v. Brewer, 855 F.3d 957, 978 (9th Cir. 9 2017). As discussed above, the IP Assets can be liquidated to provide full recovery to Plaintiffs in 10 the event that they succeed on any of their remaining claims. 11 Fifth, Plaintiffs have not established that the balance of hardships weighs in their favor. 12 Plaintiffs argue that they are facing irreparable harm because Defendants are spending the IP 13 Assets’ leasing revenue. Plaintiffs’ argument presupposes that they are contractually entitled to 14 this revenue. But the Parties fiercely dispute the existence of a lease-revenue sharing agreement. 15 See supra Part IV.A.ii. Accordingly, the Court cannot conclude that Plaintiffs are being harmed at 16 this time, as Plaintiffs’ right to any leasing revenue remains unsettled. In any case, “economic 17 injury alone does not support a finding of irreparable harm[ ] because such an injury can be 18 remedied by a damage award.” Rent-A-Center, Inc. v. Canyon Television and Appliance Rental, 19 Inc., 944 F.2d 597, 603 (9th Cir. 1991) (citation omitted). 20 Based on the foregoing analysis, the Court concludes that the appointment of a receiver is 21 not warranted at this time. Accordingly, the Court denies Plaintiffs’ motion for the appointment of 22 a receiver. 23 24 25 26 27

28 appointment of a receiver. Presumably, they would have sought this extraordinary remedy at an earlier time if they were at risk of imminent danger. 1 Vv. CONCLUSION 2 For the foregoing reasons, IT IS HEREBY ORDERED that Defendants’ Motion for 3 | Summary Judgment (ECF No. 110) is GRANTED IN PART and DENIED IN PART. The Court 4| grants summary judgment on the following claims: negligent misrepresentation (Count 6); false 5 | promise (Count 5); negligence (Count 7); procuring cause (Count 11); conversion (Count 10); alter 6 | ego (Count 12); declaratory relief (Count 8); and injunctive relief (Count 16). Summary judgment 7 | is denied as to the remaining claims. Plaintiffs may still pursue declaratory relief and injunctive 8 | relief for their remaining claims. Plaintiffs may also rely on the alter ego doctrine as a theory of liability. 10 IT IS FURTHER ORDERED that Defendants’ Motion to Strike (ECF No. 130) is 11 | GRANTED IN PART and DENIED IN PART. The Court disregards Plaintiffs’ new exhibits in 12 | evaluating their motion to appoint a receiver. 13 IT IS FURTHER ORDERED that Plaintiffs’ Motion to Appoint Receiver (ECF No. 123) 14| is DENIED without prejudice. 15 IT IS FURTHER ORDERED that the Parties shall file a Joint Pretrial Order by 16 | November 7, 2025. 17 . 18 DATED: September 30, 2025. :

RICHARD F. BOULWARE, II UNITED STATES DISTRICT JUDGE 22 23 24 25 26 27 28

- 26 -