Gulf Coast Bank & Trust Company v. GTG Logistics Incorporated et al

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