1:22-cv-00011 | Omnilex

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IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN MARIANA ISLANDS
THE GOVERNMENT OF THE LAO
PEOPLE’S DEMOCRATIC REPUBLIC,
Petitioner,
vs.
JOHN K. BALDWIN,
BRIDGE CAPITAL LLC,
LAO HOLDINGS N.V.,
SANUM INVESTMENTS LTD., and
SHAWN SCOTT,
Respondents.
CIVIL CASE NO. 22-00011
DECISION AND ORDER
Denying LHNV’s Motion to Dismiss
Amended Petition (ECF No. 58)
In this action, the Petitioner, The Government of the Lao People’s Democratic Republic
(“GOL”), seeks to enforce foreign arbitral awards against Lao Holdings N.V. (“LHNV”) and Sanum
Investment Ltd. (“Sanum”), the two award debtors. GOL has also alleged that John K. Baldwin
(“Baldwin”), Shawn A. Scott (“Scott”) and Bridge Capital LLC (“Bridge Capital”)1 are alter egos
of the award debtors, thus seeking to enforce its awards against them under a corporate veil piercing
theory. LHNV moves to dismiss the Amended Petition, asserting that this court has neither general
nor specific personal jurisdiction over it. See LHNV’s Mot. Dismiss Am. Pet., ECF No. 58. Having
reviewed relevant authority, the parties’ filings and the record herein, the court now issues this
Decision and Order denying LHNV’s Motion to Dismiss as discussed below.
1 Baldwin and Scott are alleged to each own 50% of Bridge Capital, a corporation of the
Northern Mariana Islands. Am. Pet. at ¶¶ 9-9A and 10. ECF No. 55.
F I L E D
Clerk
District Court
for the Northern Mariana Islands
By________________________
(Deputy Clerk)
OCT 15 2026
Case 1:22-cv-00011 Document 129 Filed 10/15/26 Page 1 of 15

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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition page 2 of 15
I. BACKGROUND
In a Decision and Order filed on April 3, 2025, the court granted Baldwin and Bridge
Capital’s Motion to Dismiss the Amended Petition. 2 See Decision and Order, ECF No. 111. That
decision set forth the history related to the gambling investments in the Lao People’s Democratic
Republic3 that was the subject of the underlying arbitration proceedings. Id. at 2-7. The court
incorporates herein the factual and procedural history set forth in said Decision and Order and briefly
summarizes only those facts that are pertinent to the issues raised in LHNV’s Motion to Dismiss.
These facts are primarily taken from the Amended Petition and the exhibits thereto, and are
presumed to be true for the purposes of this motion.
A. Gaming Investments in Laos
Baldwin and Scott became interested in gaming projects in Laos, and they incorporated
Sanum in Macau “as a corporate vehicle” for their “gaming investments in Asia.” Am. Pet. at ¶¶ 12
and 26, ECF No. 55. Sanum later partnered with a Laotian company, ST Group, to finance and build
gaming businesses in Laos, which included the Savan Vegas Casino. Id. at ¶ 26. The investments
were funded through loans from Bridge Capital to Sanum. Id.
In 2012, LHNV was incorporated in Aruba, the Netherlands Antilles by Baldwin and Scott.
Id. at ¶ 11. According to the Amended Petition, Baldwin and Scott retained IMC International
Management & Trust Co. N.V. (“IMC”) in Aruba to create a Dutch corporation. Id. at ¶ 40.A. After
IMC’s fees were paid, in January 2012, IMC used a Dutch corporation it formed in early 2011 – the
Mula Blou Holdings, N.V. – and renamed it LHNV. Id. The Amended Petition alleges that Baldwin
and Scott“inserted LHNV into the corporate ownership chain between themselves and Sanum, with
2 That decision was recently reversed by the Ninth Circuit Court of Appeals on legal
grounds. See ECF No. 128 (also reported at Gov’t of Lao People’s Democratic Republic v. Baldwin,
No. 25-2562, 2026 WL 2752349, at *3 (9th Cir. Sept. 17, 2026). A mandate has not been issued yet.
3 The Lao People’s Democratic Republic is the official state name for the country commonly
referred to as “Laos.”
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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition page 4 of 15
2017. 8 Id. at ¶ 76. On August 6, 2019, the BIT I tribunals issued two Final Awards.9 Am. Pet. at
¶¶ 32-33, ECF No. 55. The BIT I Final Awards dismissed all of LHNV and Sanum’s claims and
awarded GOL its fees, expenses and costs of the arbitration. Id. at ¶ 34. In the LHNV proceeding,
GOL was awarded approximately $1.95 million, and in the Sanum arbitration proceeding, GOL was
awarded approximately $1.78 million. Id.
In the instant action, GOL seeks to enforce the 1st and 2nd Arbitral Awards stemming from
the BIT I Arbitrations, in addition to a 3rd Arbitral Award stemming from another arbitration
proceeding initiated on December 19, 2017, under the Rules of the Singapore International
Arbitration Centre (the “SIAC Proceeding”).10 Id. at ¶¶ 5 and 35. That tribunal issued an award on
August 11, 2021, dismissing all of LHNV/Sanum’s claims and awarding San Marco and Ms. Gass
a combined sum of $437,200. 3rd Arbitral Award at ¶ 350, ECF No. 55-9. The SIAC tribunal also
awarded GOL a total of $862,425. Id. Based on a subrogation agreement GOL entered with San
Marco and Ms. Glass on October 28, 2021, GOL seeks to recover the full amount of the SIAC
award. Am. Pet. at ¶ 36, ECF No. 55.
GOL made demands on the award debtors to pay the awards, but LHNV and Sanum have not
paid any amount. Id. at ¶ 37A.
8 Sanum and LHNV also initiated additional BIT arbitrations against GOL that focused on
alleged actions taken by GOL after the Deed of Settlement was entered (the “BIT II Proceedings).
See BIT II Decision on Jurisdiction, Admissibility and Liability at ¶ 8, attached as Ex. 6 to Decl.
John K. Baldwin, ECF No. 124-7.
9 Exhibit B to the Amended Petition is a copy of the award issued by the International
Centre for Settlement of Investment Disputes (“ICSID”) in the arbitration proceeding between
LHNV and GOL. Exhibit B shall be referred to as the “1st Arbitral Award.” Exhibit D to the
Amended Petition is a copy of the award issued by the Permanent Court of Arbitration in the
arbitration proceeding between Sanum and GOL. Exhibit D shall be referred to as the “2nd Arbitral
Award.”
10 On April 16, 2015, GOL took control of the Savan Vegas Casino. 3rd Arbitral Award at
¶ 78, ECF No. 55-9. GOL entered into a management contract with San Marco Capital Partners,
LLC (“San Marco”) for the management, sale and marketing of the Savan Vegas Casino, and Kelly
Gass signed the contract as the President of San Marco. Id. at ¶ 79. Sanum and LHNV initiated the
SIAC Proceeding under an arbitration agreement between LHNV/Sanum and San Marco and
Ms. Gass. See Am. Pet. at ¶ 35, ECF No. 55. GOL intervened as a respondent in the SIAC
Proceeding because GOL had indemnified San Marco. Id.
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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition page 5 of 15
C. Enforcement Actions in Idaho and the CNMI
On April 21, 2020, GOL commenced an action to enforce the awards in the District of Idaho.
See Gov’t of Lao People’s Democratic Republic v. Baldwin, No. 2:20-cv-00195-CRK, 2022 WL
2047825, at *3 (D. Idaho June 7, 2022). After granting GOL several attempts to amend its
complaint, in 2022, the District of Idaho dismissed GOL’s attempt to add LHNV and Sanum as
defendants to the action because the court had no specific jurisdiction over Sanum or LHNV. Id.
at *7. That court also eventually found it had no personal jurisdiction over Baldwin and Bridge
Capital. See Gov’t of Lao People’s Democratic Republic v. Baldwin, No. 2:20-cv-00195-CRK, ECF
No. 163 (D. Idaho Aug. 29, 2022).
On November 15, 2023, GOL filed the Amended Petition before the court. Am. Pet., ECF
No. 55. On December 4, 2023, LHNV filed the instant Motion to Dismiss. ECF No. 58.
On February 16, 2024, the parties stipulated to defer briefing on LHNV’s motion until after
the court ruled on Baldwin and Bridge Capital’s Motion to Dismiss the Amended Petition.
Stipulation, ECF No. 62. On February 21, 2024, the court granted the parties’ stipulation. See
Order, ECF No. 64.
Having granted the Baldwin and Bridge Capital’s Motion to Dismiss, 11 GOL filed its
Opposition to the instant Motion to Dismiss on April 18, 2025, and LNHV filed its Reply thereto
on May 16, 2025. See ECF Nos. 115 and 124.
II. LEGAL STANDARD
LHNV moves to dismiss the Amended Petition for lack of personal jurisdiction pursuant to
Federal Rule of Civil Procedure 12(b)(2). The burden is on GOL to show that personal jurisdiction
exists. Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004). Where, as
here, the court decides the motion to dismiss based on the pleadings and affidavits submitted by the
parties without conducting an evidentiary hearing, the plaintiff “need make only a prima facie
showing of jurisdictional facts to withstand the motion to dismiss.” Pebble Beach Co. v. Caddy, 453
F.3d 1151, 1154 (9th Cir 2006) (quoting Doe v. Unocal, 248 F.3d 915, 922 (9th Cir. 2001),
11 As noted in footnote 2, this court’s ruling was eventually reversed by the Ninth Circuit.
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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition 	page 6 of 15
abrogated on other grounds by Williams v. Yamaha Motor Co., 851 F.3d 1015 (9th Cir. 2017)). The
court must accept uncontroverted allegations contained within the plaintiff’s complaint as true and
must resolve conflicts between statements contained within the parties’ affidavits in the plaintiff’s
favor. Boschetto v. Hansing, 539 F.3d 1011, 1015 (9th Cir. 2008). However, the court “may not
assume the truth of allegations in a pleading which are contradicted by affidavit.” Alexander v.
Circus Circus Enters., Inc., 972 F.2d 261, 262 (9th Cir. 1992) (quoting Data Disc, Inc. v. Sys. Tech.
Assoc., Inc., 557 F.2d 1280, 1284 (9th Cir. 1977)).
Because no federal statute governs personal jurisdiction, the court may exercise personal
jurisdiction over a defendant if (1) the applicable state long-arm statute permits it, and (2) exercising
that jurisdiction does not violate federal due process standards. Boschetto, 539 F.3d at 1015. “The
CNMI’s long-arm statute ‘subjects both residents and nonresidents to [personal] jurisdiction to the
fullest extent allowable under the due process standards of the U.S. Constitution.’” Saipan Air, Inc.
v. Stukes, No. 1:12-CV-00015, 2013 WL 670026, at *3 (D. N. Mar. I. Feb. 25, 2013) (quoting Bank
of Saipan v. Superior Court, 6 N. Mar. I. 242, 252, 2001 WL 34876570 (2001) (per curiam)); accord
7 N. Mar. I. Code § 1102(e). 	Therefore, the court may exercise personal jurisdiction over a
defendant if doing so comports with federal constitutional due process.
The due process issue here is whether LHNV’s contacts with the CNMI are of such quality
and nature that it could reasonably expect “being haled into court there.” World-Wide Volkswagen
v. Woodson, 444 U.S. 286, 297 (1980). Due process is satisfied “when in personam jurisdiction is
asserted over a nonresident corporate defendant that has certain minimum contacts with [the forum]
such that the maintenance of the suit does not offend traditional notions of fair play and substantial
justice.” Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 (1984) (quotation
omitted).
“There are two forms of personal jurisdiction that a forum state may exercise over a
nonresident defendant – general jurisdiction and specific jurisdiction.” Boschetto, 539 F.3d at 1016.
LHNV argues that this court has neither general nor specific jurisdiction over LHNV.
///
///
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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition 	page 7 of 15
III. 	ANALYSIS
A. Whether this court has general jurisdiction over LHNV
“In the context of general jurisdiction, minimum contacts exist where a defendant has
‘substantial’ or ‘continuous and systematic’ contacts with the forum state, even if the case is
unrelated to those contacts.” Tuazon v. R.J. Reynolds Tobacco Co., 433 F.3d 1163, 1171 (9th Cir
2006) (quoting Helicopteros, 466 U.S. at 415). 	“The standard for general jurisdiction is high;
contacts with a state must ‘approximate physical presence.’” 	Id. at 1169 (quoting Bancroft &
Masters, Inc. v. Augusta Nat’l Inc., 223 F.3d 1086, 1086 (9th Cir. 2000)). “General jurisdiction
requires affiliations so continuous and systematic as to render the foreign corporation essentially at
home in the forum State, i.e., comparable to a domestic enterprise in that [s]tate. Such contacts must
be constant and pervasive.” 	Ranza v. Nike, Inc., 793 F.3d 1059, 1069 (9th Cir 2015) (quoting
Daimler AG v. Bauman, 571 U.S., 117, 133 n.11 (2014)(citations, internal quotation marks and
alterations omitted). For corporations, the “paradigm” forums for general jurisdiction are “the place
of incorporation and principal place of business.” 	Daimler, 571 U.S. at 137. 	“Only in an
‘exceptional case’ will general jurisdiction be available anywhere else.” 	Martinez v. Aero
Caribbean, 764 F.3d 1062, 1070 (9th Cir. 2014) (quoting Daimler, 571 U.S. at 139 n.19).
Here, it is undisputed that LHNV was incorporated in Aruba. See Am. Petition at ¶¶ 11, 28
and 40; Decl. John K. Baldwin at ¶ 4, ECF No. 58-2. The Amended Petition, however, asserts that
“LHNV’s principal place of business is Saipan.” Am. Petition at ¶ 21, ECF No. 55. This assertion
is refuted by LHNV.
To determine a corporation’s principal place of business for general jurisdiction purposes,
LHNV asks the court to apply the framework set forth in Hertz Corp. v. Friend, 559 U.S. 77 (2010).
In Hertz, the Supreme Court explained that a corporation’s principal of business is “the place where
a corporation’s officers direct, control, and coordinate the corporation’s activities.” Id. at 92-93.
It is often referred to by courts as the “corporation’s ‘nerve center.’” Id. at 93.
in practice it should normally be the place where the corporation maintains its
headquarters – provided that the headquarters is the actual center of direction,
control, and coordination, i.e., the “nerve center,” and not simply an office where the
corporation holds its board meetings (for example, attended by directors and officers
who have traveled there for the occasion).
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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition page 8 of 15
Id.
In 3123 SMB LLC v. Horn, the Ninth Circuit analyzed whether Hertz’s “nerve center test”
should be applied to holding companies.12 Horn, 880 F.3d 461 (9th Cir. 2018). There, the Ninth
Circuit recognized that a holding company is not a “normal” corporation because “[i]t engages in
little activity, so there is little to direct, control, or coordinate. Its purpose – holding interest in other
companies – is passive.” Id. at 465. Because the holding company in Horn “engaged in no activity
other than incorporation” in its short existence before the filing of the law suit, the Ninth Circuit
concluded that its principal place of business “is the place where it has its board meetings, 13
regardless of whether such meetings have already occurred, unless evidence shows that the
corporation is directed from elsewhere.” Id. at 468.
The court agrees with LHNV that the “nerve center” test in Hertz, not the board meeting test
of Horn, is applicable here to determine LHNV’s principal place of business. In discussing why the
holding in Horn was inapplicable, the district court in Travelers Com. Ins. Co. v. Liberty Utils.
(CalPeco Elec.) LLC explained
the facts of Horn are distinguishable from the present case. Significantly, the holding
company in Horn was only 25 days old and “[i]n that brief time, the only business
that [said company] conducted was to incorporate.” Given the difficulty in
determining the holding company’s nerve center, the court thus concluded that it
could look to the location of its board meetings even if such meetings have not yet
occurred. Here, however, Defendant’s evidence shows that LUCo was incorporated
in 2010 under the laws of Delaware and thus, it is not a recently formed holding
company.
Travelers, 2022 WL 992935, at *3 (E.D. Cal. Apr. 1, 2022) (internal citations omitted). The court
12 GOL’s Opposition to the Motion to Dismiss argues that LHNV was actually incorporated
to “benefit from the protections afforded by” the BIT between Laos and the Kingdom of the
Netherlands and for the purpose of litigation against GOL, which is “LHNV’s business.” GOL’s
Opp’n at 19, ECF No. 115. GOL’s assertion that LHNV is in the “litigation” business instead of
being a holding company is directly contradicted by LHNV’s Articles of Incorporation. Under
Article 3, LHNV’s first objective “shall be . . . to act as a holding company[.]” LHNV’s Articles of
Incorporation at Art. 3, ¶ 1, Ex. 4 to Decl. David J. Branson, ECF No. 115-1. Nothing in Article 3
mentions litigation against GOL.
13 GOL’s Opposition makes much ado about whether Baldwin and Scott attended annual
shareholder meetings in Aruba. See Opp’n at 15-16, ECF No. 115. GOL appears to confuse the
place of shareholder meetings with the place where a holding company has its board meetings.
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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition page 9 of 15
in Christensen v. Liberty Utils. reached a similar conclusion in finding that “Horn does not apply.”
2022 WL 3226118, at *4 (E.D. Cal. Aug. 10. 2023). In this case, based on the Amended Petition,
LHNV was incorporated in 2012 under the laws of Aruba. It is not a recently formed holding
company, and thus the limited holding of Horn is inapplicable. The court will instead apply the
“nerve center” test of Hertz.
Here, LHNV’s only office is in Oranjestad, Aruba. Decl. John K. Baldwin at ¶ 5, ECF
No. 58-2. See also Am. Petition at ¶ 11, ECF No. 55 (“LHNV has a registered office in Aruba[.]”).
LHNV maintains that it has no other office anywhere else in the world, including in Saipan or
elsewhere in the CNMI. Decl. John K. Baldwin at ¶ 5, ECF No. 58-2. LHNV is a holding
company,14 and its limited business is “generally conducted through LHNV’s Managing Director,
IMC, in Aruba.” Id. at ¶ 7. IMC’s actions include “filing LHNV’s financial reports and shareholders
register with the Aruba Chamber of Commerce, maintaining LHVN’s entry in the Aruba Chamber
of Commerce register, filing LHNV’s tax returns with the Aruba tax authority, and other
bookkeeping and secretarial acts.” Id. “LHNV’s accounting is performed in Cambodia.” Id. at ¶ 6.
Based on Hertz, it would appear that LHNV’s “nerve center” is Aruba because that is where it
maintains its headquarters and where its Managing Director coordinates various activities for LHNV.
GOL asserts that “LHNV has no employees in Aruba” and “does not conduct any business
from Aruba.” Am. Petition at ¶ 21, ECF No. 55. GOL also contends that “LHNV’s business is
conducted in Saipan under the control of Baldwin and Scott, residents in Saipan, and through the
activities of Bridge employees in Saipan[.]” Id. GOL bears the burden of establishing federal
jurisdiction, yet it has not supported these allegations with any affidavits or specific evidence.
Finally, LHNV appears to argue that the residency of LHNV’s only shareholders is relevant
to LHNV’s principal place of business determination. It is not. As the Ninth Circuit stated in Horn,
14 Again, GOL refutes this assertion and contends that“LHNV is not passive[.] . . . LHNV’s
business is coordinating, planning, and paying counsel and ICSID for litigation claims against
[GOL]. . . . Baldwin ran LHNV’s business by paying lawyers to sue [GOL], hoping to make [GOL]
pay him hundreds of millions.” GOL’s Opp’n at 11-12, ECF No. 115. GOL’s conclusory allegations
are insufficient to refute the sworn declaration of Mr. Baldwin and LHNV’s Articles of Incorporation
as provided in GOL’s own Exhibit 4.
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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition page 10 of 15
“the connection between the state where a holding company conducts its business, on the one hand,
and the states where its officers and directors reside, on the other, is tenuous. . . . Many holding
companies incorporate and hold board meetings in sparsely populated states. . . , while their board
members reside elsewhere.” Horn, 880 F.3d. at 469. Therefore, whether Baldwin and Scott are
residents of the CNMI does nothing to further GOL’s goal of establishing that LHNV’s principal
place of business is the CNMI.
Ultimately, the court finds that LHNV was incorporated in Aruba and its principal place of
business is Aruba, where its Managing Director carries out LHNV’s various financial activities.
To support its assertion that Baldwin directed LHNV’s litigation activities (i.e. its business
activity) from Saipan, GOL also identified eight witness statements signed by Baldwin in Saipan.
See GOL’s Opp’n at 22-23, ECF No. 115. The court notes that only half of these witness statement
were signed in LHNV’s arbitration proceedings; the other half of the signed statements were on
behalf of Sanum in other arbitration proceedings. Id. and LHNV’s Reply at 5, ECF No. 124. Four
witness statements signed by Baldwin in Saipan on behalf of LHNV over the course of a decade15
is hardly “substantial” and does not come close to the “continuous and systematic” contacts required
to establish general jurisdiction. Additionally, as argued by LHNV, the actions taken by Bridge
employees in Saipan before LHNV was even incorporated are not relevant to whether LHNV’s nerve
center is in Saipan or whether LHNV was engaging in business in Saipan since LHNV did not even
exist then.
Given that “[t]he standard for general jurisdiction is high,” requiring “continuous and
systematic” contacts that “approximate physical presence” within the state, Tuazon, 433 F.3d at 1169
and 1171, the court finds that GOL has not met its burden of making a prima facie showing that
LHNV’s direct contacts with the CNMI are sufficient for the court to exercise general jurisdiction
over LHNV.
///
15 Ten years have passed from LHNV’s incorporation in 2012 to the inception of this case
in 2022.
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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition page 11 of 15
B. The Alter Ego Theory
GOL next attempts to establish jurisdiction over LHNV by attributing the contacts of
Baldwin, Scott and Bridge Capital 16 to LHNV. Although the Ranza v. Nike, Inc. case, 793 F.3d
1059 (9th Cir. 2015) is not cited in its Opposition, it appears to the court that GOL is arguing that
jurisdiction under the alter ego doctrine is applicable here.
“[T]he alter ego test has traditionally been used to bring a controlling parent into a controlled
subsidiary’s home forum[.]” Id. at 1071. In Ranza, however, the Ninth Circuit held that “the alter
ego test may be used to extend personal jurisdiction to a foreign parent or subsidiary when, in
actuality, the foreign entity is not really separate from its domestic affiliate.” Id. at 1073. The Ninth
Circuit reasoned
Because we treat the parent and subsidiary as “not really separate entities” if they
satisfy the alter ego analysis, . . . there is no greater justification for bringing the
parent into the subsidiary’s forum than for doing the reverse. . . . In fact, exercising
general jurisdiction over both entities in the parent’s forum is just as defensible (if
not more so) under due process principles as haling the parent into the subsidiary’s
forum. If the two entities are to be treated as a single enterprise, the stronger
candidate for the “home” of that enterprise is likely where the controlling parent most
closely affiliates. . . . And the enterprise as a whole should reasonably foresee being
subject to suit for all of its activities – even those unrelated to the forum – where it
most closely affiliates.
Id. at 1072-73 (internal citations and footnote omitted).
Thus, the court next analyzes whether GOL has satisfied the alter ego test.
1. Legal Standard re Alter Ego Test
Under the alter ego test, a plaintiff “must make out a prima facie case ‘(1) that there is such
unity of interest and ownership that the separate personalities [of the two entities] no longer exist and
(2) that failure to disregard [their separate identities] would result in fraud or injustice.’” Id. (quoting
Doe v. Unocal Corp., 248 F.3d 915, 926 (9th Cir. 2001) (alterations in original)). The first prong
of the test requires
16 The Amended Petition alleges that both Baldwin and Scott maintain residences in Saipan
and conduct business from and through the offices of Bridge Capital, which is incorporated in the
CNMI and has its principal place of business in Saipan. Am. Pet. at ¶¶ 18-19. Baldwin, Scott and
Bridge Capital’s contacts with this form are not disputed by LHNV in its filings.
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The Government of the Lao People’s Democratic Republic v. John K. Baldwin, et al., Civil Case No. 22-00011
Decision and Order Denying LHNV’s Motion to Dismiss Amended Petition page 12 of 15
“a showing that the parent controls the subsidiary to such a degree as to render the
latter the mere instrumentality of the former.” This test envisions pervasive control
over the subsidiary, such as when a parent corporation “dictates every facet of the
subsidiary's business – from broad policy decisions to routine matters of day-to-day
operation.” Total ownership and shared management personnel are alone insufficient
to establish the requisite level of control.
Id. (internal citations omitted).
In determining whether there is sufficient unity of interest and ownership to support alter ego
liability, courts consider various factors such as:
commingling of funds, failure to maintain minutes or adequate corporate records,
identification of the equitable owners with the domination and control of the two
entities, the use of the same office or business locations, the identical equitable
ownership of the two entities, the use of a corporation as a mere shell, instrumentality
or conduit for a single venture or the business of an individual, and failure to
adequately capitalize a corporation.
Apple Inc. v. Allan & Assocs. Ltd., 445 F. Supp.3d 42, 52 (N.D. Cal. 2020).
2. Alter Ego Application
The court reviews the allegation in the Amended Petition to determine whether GOL has met
its prima facie burden. With regard to a unity of interest and ownership among Baldwin, Scott,
Bridge Capital and LHNV, the Amended Petition specifically asserts the following: 17
• LHNV’s business is conducted in Saipan under the control of Baldwin and Scott and
through Bridge Capital employees in Saipan. Am. Pet. at ¶ 21, ECF No. 55;
• LHNV “continuously and systematically conduct[s] business in Saipan through Baldwin,
Scott and Bridge [Capital] activities in their names, and maintain [the] arbitrations under
Baldwin[] and Scott[‘s] control and direction, using Bridge employees, facilities and
bank accounts[.]” Id. at ¶ 25;
• Although Baldwin and Scott never held the title of officer or director of LHNV between
August 2012 and July 2019, as mere shareholders, they retained legal counsel in August
2012 to have LHNV sue GOL. Id. at ¶¶ 40.C and 41;
• Baldwin and Scott initiated the arbitrations and appeals therefrom “without regard to the
LHNV corporate formalities of securing approval by the LHNV Managing Director
and/or Supervisory Board of their appointments of counsel and/or supervision of their
legal activities.” Id. at ¶41.A;
17 The numerous allegations regarding unity of interest and ownership among Baldwin, Scott,
Bridge Capital and Sanum are not included in the list below because the court must specifically focus
on whether Baldwin, Scott, Bridge Capital and LHNV are alter egos of each other.
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• Baldwin and Scott submitted two Powers of Attorney to ICSID that falsely asserted
LHNV’s corporate approval to proceed with the arbitration actions. Id. at ¶¶ 41.B - 41.E;
• In 2016, Baldwin and Scott had not received corporate authority from LHNV’s Managing
Director or Board of Supervisors before commencing the second ICSID arbitration. Id.
at ¶ 41.F;
• Baldwin signed numerous witness statements in the arbitration proceedings attesting that
he was the “Authorized Representative” of LHNV. Id. at ¶ 41.G;
• Baldwin and Scott agreed to the Deed of Settlement with GOL, purportedly surrendering
LHNV’s $1 billion ICSID claim without informing LHNV’s Managing Director or
Supervisory Board that Baldwin, as the “‘Authorized Representative’ of LHNV” had
surrendered such claim. Id. at ¶ 41.I;
• After signing the Deed of Settlement, Baldwin and Scott “removed $20 million from the
[Savan Vegas C]asino, bypassing Sanum and [LHNV] . . . by sending the funds to Bridge
[Capital], themselves and other related persons[,]” without informing LHNV’s
Managing Director or Supervisory Board that they had taken the $20 million. Id. at
¶ 41.J;
• After GOL took control over the Savan Vegas Casino and sold it, “Baldwin and Scott did
not inform the LHNV Board of Supervisors that [GOL] had sold the only asset of LHNV
and that the sale price was in an escrow account in Singapore.” Id. at ¶ 41.L;
• After the sale of the Savan Vegas Casino, the tribunal ordered that approximately $1.9
million from the sale be paid to LHNV and its subsidiary, Sanum. Baldwin and Scott,
however, did not report the payment to LHNV’s Managing Director or Board of
Supervisors. LHNV did not receive any of the sale proceeds because Baldwin and Scott
“accepted the funds as their own.” Id. at ¶ 41.M;
• Baldwin and Scott paid for all of LHNV’s various legal fees and expenses from bank
accounts in the name of Baldwin and Bridge Capital. LHNV did not use its bank account
for any of its litigation expenses. Id. at ¶ 41.N;
• In July 2023, the ICSID tribunal was informed by Respondents’ counsel that in 2021
IMC “ratified” Baldwin’s action in commencing and conducting the arbitration
proceedings that began in 2012. Baldwin, Scott and Bridge Capital allegedly “agreed to
indemnify IMC, and to pay IMC for the risk IMC assumed by the ratification.” Id. at
¶¶ 41.S and 41.V;
• Baldwin and Scott used Bridge Capital “to create LHNV solely to use as a vehicle to sue”
GOL under a more favorable treaty than the treaty used by Sanum. Id. at ¶ 46;
• Baldwin diverted corporate assets and paid $575,000 to a material witness who “would
have ‘shed crucial light on the legality or illegality of many of the disbursements at
issue.” not to testify at the arbitration proceedings. Baldwin did so “to avoid criminal
exposure[,] . . . to protect himself by preventing the witness from testifying in the
arbitration that Baldwin had paid bribes to Laos government officials[.]” Id. at ¶¶ 63-64
and 66;
• Baldwin directed John Crawford, Bridge Capital and Sanum’s former CFO, to pay the
legal fees of the law firm hired to represent LHNV and Sanum’s interests in the
arbitration proceedings. The retainer agreement listed Bridge Capital, LHNV and Sanum
as the clients, and the legal invoices were sent to Bridge Capital’s Saipan office.
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Crawford altered the legal invoices to create the impression that legal invoices were
addressed to the Savan Vegas Casino because he did not want the Laos bank, and
ultimately GOL, to notice that “he was paying a Bridge/LHNV/Sanum invoice with
Savan Vegas [Casino] funds.” Id. at ¶¶ 50, 68-70; and
• “In this fraud and abuse of the corporate form, Baldwin paid his legal bills to sue the
Government using 20% of the Government’s casino funds and abused the corporate form
of Bridge, Lao Holdings, Sanum and Savan Vegas.” Id. at ¶ 71.
Based on the above factual allegations in the Amended Petition, the court finds that GOL has
satisfied the first pong of the alter ego test that there is such unity of interest and ownership between
LHNV, Baldwin, Scott and Bridge Capital that the separate personalities no longer exist. The
Amended Petition alleges commingling of funds from the Savan Vegas Casino that belonged to its
shareholders (LHNV, GOL and ST Group) that were instead transferred to Bridge Capital, Baldwin
and other Baldwin-related individuals and entities, and that in directing that such payments be made,
Baldwin and Scott abused the corporate form of LHNV by, among other things, (1) retaining counsel
and initiating the arbitration proceedings as LHNV’s “Authorized Representative,” (2) entering into
the Deed of Settlement that potentially surrendered LHNV’s $1 billion claim, and (3) accepting the
funds from the sale of the Savan Vegas Casino as their own, all without first securing approval from
the LHNV Managing Director or its Supervisory Board. The Amended Petition also alleges identical
ownership of the various entities, since Baldwin and Scott are equal shareholders in Bridge Capital
and LHNV, with LHNV owning 100% of Sanum. Mr. Crawford, the former CFO for Bridge Capital
and Sanum, is also alleged to have altered legal invoices in order to deceive the Laos bank and GOL,
keeping them from discovering that the casino’s funds were being used to pay the legal invoices of
not only Sanum but Bridge Capital and LHNV as well. In sum, GOL has pled many of the factors
of the first prong of the alter ego test. The court finds that GOL has made a prima facie case that
there is such unity of interest and ownership that the separate personalties of Baldwin, Scott, Bridge
Capital and Sanum no longer exist. 18
18 The finding that GOL has made a prima facie case as to the unity of interest and ownership
prong is consistent with the court’s earlier ruling that sought to challenge the filing of the Amended
Petition on futility grounds. Baldwin and Bridge Capital opposed the filing of the then proposed
Amended Petition, arguing that it failed to state a valid veil-piercing or alter ego claim, but the court
found that the claim was plausible. See Order Granting GOL’s Mot. Amend at 1-3, ECF No. 50.
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Having satisfied the first prong, the court next analyzes whether GOL has made a prima facie
case that failure to disregard their separate identities would result in fraud or injustice. Here, the
Amended Petition asserts that GOL has made demand upon LHNV and Sanum to pay the arbitration
awards, but they have not paid any amount. Am. Pet. at ¶ 37A, ECF No. 55.
Baldwin and Scott view [LHNV], Sanum, and Bridge [Capital], the corporations and
their funds as their personal tools and their personal funds which they can use for
whatever reason, including committing criminal acts. They have no regard for the
corporate form or corporate purposes. Respondents’ abuse of corporate form in
many instances to commit fraud on its partners, Tribunals and government entities
and to commit criminal acts is compelling evidence mandating that this court pierce
the corporate veils of [LHNV], Sanum and Bridge. Equity demands that Baldwin
and Scott are personally liable for the debts of [LHNV] and Sanum incurred in these
arbitrations.
Id. at ¶ 79.
Based on these assertions and the other claims noted in the Amended Petition, GOL has
sufficiently alleged facts to meet its burden of showing that Baldwin, Scott and Bridge Capital have
benefitted from their alleged misconduct and purported abuse of the corporate forms of LHNV and
Sanum. The court further finds that GOL has made a prima facie case that failure to disregard said
entities separate identities would result in injustice to GOL, who has yet to be paid for the three
arbitral awards in its favor.
IV. CONCLUSION
Imputing Baldwin, Scott and Bridge Capital’s contacts onto their foreign subsidiary, the court
finds that LHNV’s contacts with the CNMI are of such quality and nature that LHNV could
reasonably expect being haled into court in this forum. Having found that GOL has met its burden
of establishing that this court has general jurisdiction over LHNV under the alter ego theory, there
is no need for the court to address LHNV’s remaining argument that this court lacks specific
jurisdiction over Sanum or GOL’s request for jurisdictional discovery. Accordingly, the court denies
LHNV’s Motion to Dismiss the Amended Petition.
IT IS SO ORDERED.
Frances M. Tydingco-Gatewood
Designated Judge
Dated: Oct 15, 2026
Case 1:22-cv-00011 Document 129 Filed 10/15/26 Page 15 of 15

The Government of the Lao People's Democratic Republic v. Baldwin et al

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