Miller Hardin & Holliday LLC v. Brimacombe et al

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WO
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF ARIZONA
Miller Hardin & Holliday LLC,
Plaintiff,
v.
E Bruce Brimacombe, et al.,
Defendants.
No. CV-26-02907-PHX-DWL
ORDER
On May 29, 2026, the Court issued an order striking or otherwise disposing of a
flood of procedurally improper filings that had been submitted by Plaintiff Miller Hardin
& Holliday LLC (“MHH”) and Defendant E Bruce Brimacombe (“Brimacombe”). (Doc.
34.) The Court also ordered MHH to file a memorandum “explaining why [MHH] has
standing to bring this action and showing cause why this action should not be dismissed
for lack of subject-matter jurisdiction.” (Id.)
Since the issuance of that order, the chaotic filings by both sides have continued—
MHH has filed a motion to compel (Doc. 36); Brimacombe has filed an emergency motion
for a protective order that includes, as apparent attachments, additional ex parte requests
for relief (Doc. 37); Brimacombe has filed a “supplement” to a motion that was denied in
the May 29, 2026 order (Doc. 38) as well as a response to MHH’s motion to compel (Doc.
39); MHH has filed a motion to amend its complaint (Doc. 40); MHH has filed a response
to the order to show cause (Doc. 41); Brimacombe has filed a combined motion for
sanctions and response to the motion to amend (Doc. 42), as well as a supporting affidavit
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(Doc. 43); and MHH has filed a supplement to its response to the order to show cause (Doc.
44).
Having considered those filings, the Court concludes this action should be
dismissed. The essential allegations—which are difficult to discern in light of each side’s
insistence on including, in case filings, unnecessary details and gratuitous attacks on the
other side—are as follows. Brimacombe is the founder of a company called GOe3
Technologies (“GOe3”). (Doc. 1 ¶ 11.) In or around 2024, one of GOe3’s business
strategies was to apply for energy tax credit registration numbers. (Id. ¶ 26.) After GOe3’s
initial attempts to obtain those registration numbers were unsuccessful, Brimacombe
“sought a referral from D.C. sources . . . for counsel competent to submit the request of
energy tax credits registration numbers that Brimacombe was seeking, and Brimacombe
was referred to MHH by common contacts.” (Id. ¶ 36.) “MHH was engaged to represent
GOe3 solely for the acquisition of various tax credits allegedly available under the Inflation
Reduction Act, 26 USC §6418.” (Id. ¶ 37.) During the representation, Brimacombe
allegedly “made extensive misrepresentations” and MHH “became concerned that
[Brimacombe] was using the services of MHH to perpetrate a fraud.” (Id. ¶¶ 45-46.) MHH
asserts that it is “in a precarious situation” because it “does not have enough information
to conclusively prove that GOe3 has the right to the energy tax credits as requested by the
IRS, but also does not have sufficient information to state the tax credit claims made by
[Brimacombe] are a hoax and that GOe3 does not have a right to the credits.” (Id. ¶ 47.)
Based on these concerns, MHH began focusing “on the duty to protect the innocent
investors, claimants and creditors of GOe3.” (Id. ¶ 50.) Due to MHH’s concern “that
Brimacombe would fail to maintain custody of the sale of the tax credits in a manner that
met his fiduciary duties,” MHH “drafted an assignment agreement by which a portion of
the proceeds from the sale of the energy tax credits would be transferred to [an]
independent third party entity for the benefit of GOe3 members, claimants and creditors.”
(Id. ¶ 51.) In its complaint, MHH seeks declaratory relief “with regard to the parties’ rights
and interests related to the energy tax credits, and any collateral liability arising from the
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unknown and dubious actions of [Brimacombe].” (Id. ¶ 61.)
In the May 29, 2026 order, the Court expressed skepticism that MHH possesses
standing to pursue such declaratory relief, in part because “it is wholly unclear from the
allegations in the complaint what rights and interests (if any) [MHH] has in Brimacombe’s
entities.” (Doc. 34 at 6-7.) In response, MHH contends that it “was engaged by some
Members of GOe3 and some Community Coin members to represent their interest and
obtain a return of their funds entrusted to Brimacombe” and “represents the interests of”
various members, “including Debrorah Gillaspy,” “in pursuit of the tax credit registration
numbers . . . on a breach of contract claim against Defendant Brimacombe” and that “the
standing issue is much clearer” in light of those additional representations. (Doc. 41 at 5.)
MHH also notes that it intends to assert additional claims against Brimacombe in a
proposed amended complaint, including claims for defamation and breach of statutory
duties. (Id.) MHH suggests the Court has federal-question jurisdiction over the claims in
the complaint, noting that “[f]ederal question under 28 U.S.C. §1331 is applicable when
the plaintiff’s complaint ‘arises under’ federal law” and asserting that “Brimacombe sought
and continues to seek investments from various parties governed by federal securities laws
15 USC §77, et seq, as well as various federal regulations such as Reg D, 17 C.F.R.
§ 230.500, et seq.,” that “[t]he tax credits registration numbers MHH was engaged to
acquire arise under federal law, 26 USC §6418,” and that Brimacombe’s answer references
federal statutes. (Id. at 6.) MHH also states that the Court has diversity jurisdiction over
the claims in the complaint because “[t]he Defendants are Arizona residents; none of the
plaintiffs are Arizona residents,” and the amount in controversy is “millions.” (Id. at 6-7.)
Finally, in its supplemental response, MHH emphasizes that its engagement agreement
with GOe3 “included an attorney’s fee provision in the event MHH sues GOe3 for fee and
other collections” and argues that “MHH thus has standing to sue GOe3 by virtue of the
terms of that engagement agreement.” (Doc. 44 at 5.)
“[T]he requirement that a litigant have standing to invoke the authority of a federal
court is an essential and unchanging part of the case-or-controversy requirement of Article
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III.” DaimlerChrysler Corp. v. Cuno, 547 U.S. 332, 342 (2006) (cleaned up). “[P]laintiffs,
as the parties now asserting federal jurisdiction, . . . carry the burden of establishing their
standing under Article III.” Id. The Court’s “obligation [is] to be sure that standing exists
and to raise, sua sponte if need be, any deficiency.” San Francisco Drydock, Inc. v. Dalton,
131 F.3d 776, 778 (9th Cir. 1997). “[L]ack of Article III standing requires dismissal for
lack of subject matter jurisdiction under Federal Rule of Civil Procedure 12(b)(1).” Maya
v. Centex Corp., 658 F.3d 1060, 1067 (9th Cir. 2011) (emphasis omitted). “[T]o satisfy
Article III’s standing requirements, a plaintiff must show (1) it has suffered an ‘injury in
fact’ that is (a) concrete and particularized and (b) actual or imminent, not conjectural or
hypothetical; (2) the injury is fairly traceable to the challenged action of the defendant; and
3) it is likely, as opposed to merely speculative, that the injury will be redressed by a
favorable decision.” Friends of the Earth, Inc. v. Laidlaw Env’t Servs. (TOC), Inc., 528
U.S. 167, 180-81 (2000).
MHH has failed to establish that it possesses standing to pursue any of the claims
asserted in the complaint. The complaint seeks various forms of declaratory relief
regarding the rights and obligations of GOe3’s beneficiaries, claimants, creditors, and
members. But MHH is simply a law firm that was retained by GOe3 to perform legal work
related to the disputed energy tax credit registration numbers. Even assuming that the
beneficiaries, claimants, creditors, and members of GOe3 might possess standing to pursue
the sort of declaratory relief sought in the complaint,1 it doesn’t follow that MHH itself
also has standing to pursue such relief. “[T]he standing question is whether the plaintiff
has ‘alleged such a personal stake in the outcome of the controversy’ as to warrant his
invocation of federal-court jurisdiction and to justify exercise of the court’s remedial
1 The Court is doubtful that it would have chosen to exercise jurisdiction over the
claims for declaratory relief asserted in the complaint even if they had been asserted by a
proper plaintiff with standing to pursue them. See generally Government Employees Ins.
Co. v. Dizol, 133 F.3d 1220, 1223-24 (9th Cir. 1998) (noting that the Declaratory Judgment
Act is “deliberately cast in terms of permissive, rather than mandatory, authority,” that the
Act “gave the federal courts competence to make a declaration of rights; it did not impose
a duty to do so,” and that district courts may sua sponte decline to exercise jurisdiction over
a claim for declaratory relief). But because jurisdiction is lacking for other reasons, it is
unnecessary to engage in a detailed analysis of the relevant factors bearing on that inquiry.
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powers on his behalf.” Warth v. Seldin, 422 U.S. 490, 498-99 (1975). MHH lacks any
such personal stake. Indeed, in its response to the May 29, 2026 order, MHH seems to
acknowledge that certain third parties—and not MHH itself—were the ones allegedly
injured by Brimacombe’s challenged conduct. (Doc. 41 at 3 [“As a result of Brimacombe’s
nefarious conduct discovered as the representation of GOe3 proceeded, numerous injuries
to various members GOe3 and claimants of GOe3 were discovered at the hand of
Brimacombe.”].)
Notwithstanding this, MHH contends it possesses standing because it was “engaged
by some Members of GOe3 and some Community Coin members to represent their interest
and obtain a return of their funds entrusted to Brimacombe” “on a breach of contract claim
against Defendant Brimacombe.” (Doc. 41 at 5.) But this misunderstands how standing
works. “[S]tatus as . . . an attorney-in-fact for litigation purposes . . . does not confer . . .
Article III standing to sue in a representative capacity on [a] client’s behalf.” MVP Asset
Mgmt. (USA) LLC v. Vestbirk, 2011 WL 1457424, *2 (E.D. Cal. 2011) (cleaned up).
“Ordinarily, a party must assert his own legal rights and cannot rest his claim to relief on
the legal rights of third parties,” although there is “an exception” where “the party asserting
the right has a close relationship with the person who possesses the right and there is a
hindrance to the possessor’s ability to protect his own interests.” Sessions v. Morales-
Santana, 582 U.S. 47, 57 (2017) (cleaned up). Even assuming an attorney-client
relationship might qualify as a sufficiently “close relationship” to satisfy the first
requirement, MHH has made no attempt to show the second requirement is satisfied here.
Nor does MHH possess standing by virtue of its engagement agreement with GOe3.
According to MHH, the engagement agreement authorizes it to sue GOe3 for unpaid fees.
But this is not a lawsuit by MHH against GOe3 for unpaid fees—instead, it is a lawsuit by
MHH against Brimacombe in which MHH seeks declaratory relief regarding the rights of
third parties.
Given these determinations, MHH’s assertion that the Court would have both
diversity jurisdiction and federal-question jurisdiction over the claims asserted in the
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complaint is beside the point. Putting aside various infirmities in that assertion, which for
the sake of judicial efficiency the Court will not discuss, “[a] plaintiff must meet the
constitutional requirements of Article III to have standing to sue in federal court, regardless
of whether she is invoking diversity jurisdiction or federal question jurisdiction.”
Lagrisola v. North American Fin. Corp., 2021 WL 4551938, *1 (S.D. Cal. 2021). See also
Tobia v. Burlington Coat Factory of Texas Inc., 2018 WL 5023421, *3 (E.D. Cal. 2018)
(“Under either federal question or diversity jurisdiction, however, a federal court lacks
subject matter jurisdiction if a plaintiff lacks standing to bring his claims.”).
The final matter to be addressed is MHH’s motion to amend its complaint to add
new factual allegations, claims, and parties.2 For several reasons, this motion does not
change the outcome. As an initial matter, the motion is procedurally deficient. Under
LRCiv 15.1(a), “[a] party who moves for leave to amend a pleading must attach a copy of
the proposed amended pleading as an exhibit to the motion, which must indicate in what
respect it differs from the pleading which it amends, by bracketing or striking through the
text to be deleted and underlining the text to be added.” Id. MHH did not comply with
that requirement here.
The proposed amended complaint is also deficient for other reasons. To the extent
the proposed amended complaint seeks to add new factual allegations in support of MHH’s
reasserted claims for declaratory relief that MHH also asserted in the original complaint,
although “in determining constitutional standing, it is within the trial court’s power to allow
or to require the plaintiff to supply, by amendment to the complaint or by affidavits, further
particularized allegations of fact deemed supportive of plaintiff’s standing,” Maya, 658
2 MHH’s suggestion that it is simply requesting leave of court “out of deference”
(Doc. 40 at 7-8) is incorrect. Under Rule 15(a)(1), a party may amend its pleading once as
a matter of course within 21 days of serving it or within 21 days after service of a responsive
pleading. Here, MHH filed its complaint on April 27, 2026 (Doc. 1) and Brimacombe filed
an answer on May 23, 2026 (Doc. 25). Thus, the 21-day window for amendment as a
matter of course expired on Monday, June 15, 2026. Fed. R. Civ. P. 6(a)(1)(C). MHH
filed its motion to amend on Wednesday, June 17, 2026. Although MHH certified that it
filed its motion on June 15, 2026 (Doc. 40 at 12), and perhaps intended to do so, the two-
day lapse between the intended and actual filing date would take amendment as a matter
of course off the table (if the decision to instead file a motion had not already rendered it a
moot point).
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F.3d at 1067, the problem remains that MHH itself lacks standing to seek declaratory relief
for the benefit of GOe3’s beneficiaries, claimants, creditors, and members.
Perhaps recognizing that it lacks standing to assert the claims that form the crux of
both the original and proposed amended complaint, MHH seeks to add two new state-law
tort claims that have only a tenuous relationship (at best) to the other claims: (1) a
defamation claim based on Brimacombe’s declaration, which allegedly contains
“outrageous and wholly untrue claims” about William R. Miller, an attorney at MHH who
is serving as MHH’s counsel in this action; and (2) a tortious interference with contract and
business relations claim that alleges, in a vague and conclusory fashion, that Brimacombe
interfered with the “limited engagement representation agreement” MHH entered into with
GOe3 in early 2026 “by impeding actions and access to necessary information.” (Doc. 40-
2 ¶¶ 263-96.)
The only possible jurisdictional basis for pursuing those state-law claims in this
action—in the absence of a federal claim asserted by a party with standing to pursue that
claim—would be diversity jurisdiction, but the proposed amended complaint does not
properly allege the citizenship of either MHH or Brimacombe. As for MHH, the sole
allegation is that MHH “is a Mississippi limited liability company operating as a law firm
licensed to practice in numerous states.” (Id. ¶ 1.) But to establish diversity jurisdiction
“with respect to a limited liability company, the citizenship of all of the members must be
pled.” NewGen, LLC v. Safe Cig, LLC, 840 F.3d 606, 611 (9th Cir. 2016). The proposed
amended complaint does not identify the members of MHH, let alone allege their
citizenship. Turning to Brimacombe, the sole allegation is that he is “a resident of
Maricopa County, Arizona.” (Doc. 40-2 ¶ 6.) But “[i]t has long been settled that residence
and citizenship [are] wholly different things within the meaning of the Constitution and the
laws defining and regulating the jurisdiction of the . . . courts of the United States; and that
a mere averment of residence in a particular state is not an averment of citizenship in that
state for the purpose of jurisdiction.” Steigleder v. McQuesten, 198 U.S. 141, 143 (1905).3
3 To the extent the proposed amended complaint seeks to add two new plaintiffs,
Deborah L. Gillaspy and Casper Holdings, LLC, and assert new state-law tort claims
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MHH’s failure to properly allege the parties’ citizenship for diversity-jurisdiction
purposes in the proposed amended complaint might be overcome if MHH were given
another opportunity to submit an amended complaint for the Court’s consideration, this
time adhering to LRCiv 15.1(a) and including allegations that establish the parties’
citizenship. NewGen, 840 F.3d at 612 (“Courts may permit parties to amend defective
allegations of jurisdiction at any stage in the proceedings.”). The Court will not afford
MHH that opportunity, however, because the new state-law claims MHH seeks to inject
into this action constitute a transparent attempt to conjure standing where it is otherwise
lacking via claims that are patently frivolous. There is “an absolute privilege for
defamatory statements made in a judicial proceeding, so long as such statements bear some
relationship to the proceedings.” Drummond v. Stahl, 618 P.2d 616, 620 (Ariz. Ct. App.
1980). Thus, putting aside whether a law firm like MHH would otherwise have standing
to sue for defamation based on statements made about one of its attorneys, the absolute
privilege for defamatory statements made in a judicial proceeding bars the defamation
claim. As for the tortious interference claim, it is vague, conclusory, and an obvious
attempt to conjure up standing where there is none. Brimacombe is the founder and
manager of GOe3, and the contract at issue is a legal representation contract Brimacombe
negotiated on GOe3’s behalf. (Doc. 1 ¶¶ 36-37; Doc. 40-2 ¶¶ 5, 69-70.) A claim that
Brimacombe interfered with the contract he entered into on behalf of his own business
entity, apparently by acting as a difficult client, misapprehends the nature of a tortious
interference claim. Moreover, there is no indication of how MHH (as opposed to GOe3)
was injured by the supposed interference. The proposed amended complaint alleges that
“MHH has suffered damage caused by the undue delay in completing acquisition of the tax
credit registration numbers because of Brimacombe’s recalcitrant failure to produce the
against Brimacombe on their behalf (Doc. 40-2 ¶¶ 3-4, 231-38), the allegations remain
insufficient to establish the existence of diversity jurisdiction. Gillaspy is alleged to be a
“resident” of both Virginia and Arizona (id. ¶ 3) and the amended complaint does not
identify the members of Casper Holdings, LLC or allege their citizenship (id. ¶ 4).
Additionally, the proposed new breach-of-contract claim asserted by Gillaspy is seemingly
invalid on its face—it alleges that GOe3 breached the relevant contract (id. ¶ 236), but
GOe3 is not named as a defendant.
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documents he is obligated to produce in order to prove the compliance with the Tax Code
and the objective right to the tax credits.” (Doc. 40-2 ¶ 296.) But a delay in MHH’s
completion of the legal task Brimacombe hired MHH to complete on behalf of GOe3 is not
an injury to MHH. Thus, even if this bizarre claim had merit—which it certainly does
not—MHH would once again lack standing.
“Leave to amend may be denied if the proposed amendment is futile or would be
subject to dismissal.” Wheeler v. City of Santa Clara, 894 F.3d 1046, 1059 (9th Cir. 2018).
Even if MHH were afforded the opportunity to set forth new allegations establishing
diversity jurisdiction, the state-law claims—the only claims in which MHH could even
arguably have standing—obviously fail on their merits, such that amendment would be
futile.
Having concluded that MHH lacks standing, this case must be dismissed for lack of
subject-matter jurisdiction. Cf. Morongo Band of Mission Indians v. Cal. State Bd. of
Equalization, 858 F.2d 1376, 1380-81 (9th Cir. 1988) (“In determining federal court
jurisdiction, we look to the original, rather than to the amended, complaint. Subject matter
jurisdiction must exist as of the time the action is commenced. . . . If jurisdiction was
lacking, then the court’s various orders, including that granting leave to amend the
complaint, were nullities.”); Lidie v. State of Cal., 478 F.2d 552, 555 (9th Cir. 1973) (“Nor
could the plaintiffs’ ‘Motion to Amend’ have cured their problem. The motion was actually
a motion to intervene by several additional plaintiffs. . . . [W]here the original plaintiffs
were never qualified to represent the class, a motion to intervene represents a back-door
attempt to begin the action anew, and need not be granted.”); Almeida v. Google, Inc., 2009
WL 3809808, *2 (N.D. Cal. 2009) (“[W]here the original named plaintiff lacks standing,
a new plaintiff with standing cannot step in to save the lawsuit from dismissal.”).
Finally, to tie up a few loose ends:
Brimacombe’s motion to seal (Doc. 37) fails to establish compelling reasons for
sealing his address, which is generally part of the public record when a litigant proceeds
pro se. Brimacombe appears to fear that MHH will misuse this information, but MHH has
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(and will have) access to this information whether or not it is sealed from the public. The
other concerns expressed in that motion are vague and insufficient to meet the standard for
sealing. The motion is denied.
MHH’s motion to compel (Doc. 36) is denied as moot in light of the dismissal of
this action.
Brimacombe’s motion for sanctions (Doc. 42), requesting that the Court sanction
MHH for filing a motion to amend the complaint in the form of monetary sanctions to be
paid to Brimacombe, is denied. The motion is not well founded, and at any rate, the Court,
in its discretion, declines to consider sanctions despite frustrating conduct by both sides.
Accordingly,
IT IS ORDERED that the motion for leave to amend (Doc. 40) is denied.
IT IS FURTHER ORDERED that this action is dismissed without prejudice for
lack of subject-matter jurisdiction. The Clerk shall enter judgment accordingly and
terminate this action.
IT IS FURTHER ORDERED that Brimacombe’s motion to seal (Doc. 37) and
motion for sanctions (Doc. 42) are denied.
IT IS FURTHER ORDERED that MHH’s motion to compel compliance (Doc.
36) is denied as moot.
Dated this 24th day of June, 2026.
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