22-01166
Bankr. D. Nev.Aug 15, 2025Background
- Miomni Holdings Ltd. (Holdings) owned the underlying intellectual property ("Miomni Systems"). Holdings licensed that technology to Miomni Gaming Ltd. (Gaming) in 2014 via a non-exclusive, non-transferable license and separately licensed similar rights to Miomni Media Ltd. (renamed Miomni Sports Ltd., "Sports") in 2019.
- Gaming contracted with Nevada casinos (Wynn, South Point, Stations, Atlantis) to provide mobile betting apps; those contracts were generally time-limited and billed platform/setup and monthly fees.
- SBC Nevada sued Gaming in state court for breach; judgment for SBC entered in May 2022 (about $5.5M). SBC later obtained writs of garnishment served on the casinos.
- After the judgment, Holdings terminated Gaming’s license effective August 31, 2022; Sports thereafter obtained its own license from Holdings and signed new contracts with the casinos at varying dates (Sept–Dec 2022 into 2023).
- The chapter 7 trustee sold the estate’s avoidance/alter-ego causes of action to SBC; Gaming filed bankruptcy and SBC filed this adversary against Sports (now in UK insolvency and chapter 15 ancillary proceedings). Sports did not oppose SBC’s motion for partial summary judgment.
- The court denied SBC’s partial summary judgment motion because SBC failed to prove as a matter of undisputed fact that Gaming owned or transferred any property interest (IP, contracts, or employees) to Sports prior to bankruptcy.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fraudulent transfer of the Miomni Systems and casino contracts | Gaming owned the Miomni Systems and transferred the IP and casino contracts to Sports after the adverse judgment to hinder creditors | Holdings, not Gaming, owned the IP; Gaming held only a non-exclusive license that Holdings later terminated; casinos entered new contracts with Sports rather than receiving assigned Gaming contracts | Denied — SBC failed to prove Gaming owned or transferred the IP or contracts; genuine disputes exist about ownership and timing of any transfer |
| Ownership and enforceability of the Holdings–Gaming license | The Holdings–Gaming license is unenforceable (lack of consideration), so Gaming effectively owned the IP | The license expressly reserved IP ownership to Holdings, provided for consideration via developer contributions, and was governed by English law; Holdings validly terminated Gaming’s license | Denied — court treats the license as creating non‑exclusive rights to Gaming and recognizes Holdings’ ownership; SBC did not overcome factual/legal disputes to invalidate the license on summary judgment |
| Successor liability (de facto merger / mere continuation / fraudulent transfer to escape liability) | Sports is the successor or mere continuation of Gaming and assumed Gaming’s liabilities by reorganizing assets/operations into Sports | There was no sale or transfer of Gaming’s assets to Sports; both licensed IP from Holdings separately; no continuity of transferred assets to support successor exceptions | Denied — without proof of a transfer or asset acquisition by Sports, successor‑liability theories fail on summary judgment |
| Alter ego, adverse inference, and judicial estoppel | SBC seeks alter‑ego relief and adverse inference for discovery nonproduction; urges judicial estoppel against defendants' later statements | Alter‑ego requires viable underlying claims; discovery issues do not supply missing proof that Gaming transferred assets; prior statements are not shown to be inconsistent for judicial estoppel | Denied — alter‑ego is premature without underlying proven transfers; SBC did not justify adverse inferences or show the clear inconsistent positions necessary for judicial estoppel |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (summary judgment standard: genuine dispute of material fact)
- Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487 (1941) (federal courts apply forum state choice‑of‑law rules)
- New Hampshire v. Maine, 532 U.S. 742 (2001) (judicial estoppel doctrine and its purposes)
- Vill. Builders 96, L.P. v. U.S. Lab’ys, Inc., 112 P.3d 1082 (Nev. 2005) (de facto merger / successor liability factors)
- Rissetto v. Plumbers & Steamfitters Loc. 343, 94 F.3d 597 (9th Cir. 1996) (summary‑judgment inferences and evidence standards)
- Atchison, Topeka & Santa Fe Ry. Co. v. Brown & Bryant, Inc., 159 F.3d 358 (9th Cir. 1998) (hiring of former employees alone is not an asset transfer)