Entzminger v. Flannel Damage Holdings LC, 2:16-cv-04551

Plaintiff Michael Entzminger, an Arizona resident, invested in Flannel Damage Holdings LLC (a Utah LLC) under an agreement promising monthly interest and profit shares; Flannel failed to repay.
Flannel’s three members were Richard Pupunu, Malohi Capital (Utah LLC), and Blue Danube LC (Utah LLC). Pupunu is Flannel’s managing member; Malohi’s sole member is Pupunu; Blue Danube’s sole member/manager is Rex Baldwin, a Utah citizen.
Entzminger alleges Rex conspired with Richard and Pupunu to defraud him and that Rex and Blue Danube aided and abetted fraud, were negligent, and unjustly enriched; he also alleges Rex witnessed a guaranty (Rex denies the signature).
Rex submitted an affidavit: he is a Utah resident, has no ties to Arizona (no residence, property, agents, business), formed Blue Danube for unrelated purposes and never conducted business through it, never met Entzminger before suit, and denies signing the guaranty.
Entzminger offered no counter-affidavits and argued Flannel’s Arizona contacts should be imputed to Blue Danube and Rex via alter-ego/agency theories; the court found the complaint’s allegations contradicted by Rex’s affidavit and insufficient to establish alter ego or purposeful forum contacts.
The court concluded it lacked personal jurisdiction over Rex and Blue Danube and dismissed them without reaching the merits of the claims against them.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Arizona has specific personal jurisdiction over Rex and Blue Danube	Flannel’s forum contacts should be imputed to Danube and Rex because Danube is Flannel’s member and Danube/Rex are alter egos of Flannel	Rex: no purposeful contacts with Arizona; Blue Danube was passive and did no business; Rex never directed activities to Arizona and denies involvement or signature	No. Plaintiff failed to show Rex/Danube purposefully directed activities at Arizona; specific jurisdiction lacking
Whether alter-ego doctrine justifies imputing Flannel’s contacts to Danube/Rex	Alleged that Danube and Rex received benefits from Flannel and thus are alter egos used to perpetrate fraud	Rex’s affidavit contradicts allegations; no unity of ownership/control shown (Flannel managed by Pupunu)	No. Allegations contradicted by affidavit and do not demonstrate unity of interest or fraud to pierce LLC form

Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797 (9th Cir. 2004) (plaintiff bears burden to make prima facie showing of jurisdiction on written record)
Omeluk v. Langsten Slip & Batbyggeri A/S, 52 F.3d 267 (9th Cir. 1995) (long-arm statute and due process analyses may merge)
Doe v. Am. Nat. Red Cross, 112 F.3d 1048 (9th Cir. 1997) (jurisdictional inquiries under state long-arm coextensive with due process)
Int’l Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (minimum contacts standard for due process)
Data Disc, Inc. v. Sys. Tech. Assocs., Inc., 557 F.2d 1280 (9th Cir. 1977) (court may not assume truth of complaint allegations contradicted by affidavit)
Am. Tel. & Tel. Co. v. Compagnie Bruxelles Lambert, 94 F.3d 586 (9th Cir. 1996) (conflicts between affidavits resolved in plaintiff’s favor for prima facie showing, but contradicted pleadings are not enough)