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

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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 Sanum’s Motion to Dismiss
Amended Petition (ECF No. 113)
In this action, the Petitioner, The Government of the Lao People’s Democratic Republic
(“GOL”), seeks to enforce foreign arbitral awards against the two award debtors – Lao Holdings
N.V. (“LHNV”) and Sanum Investment Ltd. (“Sanum”). The Amended Petition also includes three
other respondents – John K. Baldwin (“Baldwin”), Shawn A. Scott (“Scott”) and Bridge Capital
LLC (“Bridge Capital”) – whom GOL asserts are the alter egos of the award debtors and seeks to
enforce its awards against the three respondents under a corporate veil piercing theory. Sanum now
moves to dismiss the Amended Petition, asserting that this court has neither general nor specific
personal jurisdiction over it. See Sanum’s Mot. Dismiss Am. Pet., ECF No. 113. Having reviewed
relevant authority as well as the parties’ filings and the record herein, the court now issues this
Decision and Order denying Sanum’s Motion to Dismiss as discussed below.
I. 	BACKGROUND
On April 3, 2025, this court issued a Decision and Order granting Respondents Baldwin and
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 130 Filed 10/15/26 Page 1 of 14

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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 Sanum’s Motion to Dismiss Amended Petition 	page 2 of 14
Bridge Capital’s Motion to Dismiss the Amended Petition. 1 See Decision and Order, ECF No. 111.
That Decision and Order set forth the long history related to the dispute over gambling ventures in
the Lao People’s Democratic Republic.2 Id. at 2-7. The court herein incorporates 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 Sanum’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
In 2007, Baldwin and Scott became involved in casino and gaming businesses in Laos. Am.
Pet., at ¶ 26, ECF No. 55. 	They incorporated Sanum in Macau SAR. 	Id. at ¶ 12. 	Sanum then
partnered with a Laotion conglomerate, ST Group, to finance the construction of various gaming
projects, including the Savan Vegas Casino in Savannakhet, Laos. Id. at ¶ 26. These investments
were funded through loans from Bridge Capital to Sanum. Id. Bridge Capital is a Northern Mariana
Islands corporation in which Baldwin and Scott each own 50% share. Id. at ¶¶ 9-9A and 10.
In 2012, Baldwin and Scott incorporated LHNV in Aruba, the Netherlands Antilles. 3
Baldwin and Scott allegedly “inserted LHNV into the corporate ownership chain between themselves
and Sanum.” Id. at ¶¶ 28 and 41.H. Baldwin and Scott each own 50% of LHNV, and LHNV owns
100% of Sanum. Id. at ¶ 28.
B. Arbitration Proceedings
Disputes eventually emerged, and in August 2012, Sanum and LHNV each filed separate
1 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.
2 The Lao People’s Democratic Republic is the official state name for the country commonly
referred to as “Laos.”
3 According to the Amended Petition, Baldwin and Scott retained IMC International
Management & Trust Co. N.V. (“IMC”) in Aruba to create a Dutch corporation. Am. Petition at
¶ 40.A, ECF No. 55. 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.
Case 1:22-cv-00011 Document 130 Filed 10/15/26 Page 2 of 14

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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 Sanum’s Motion to Dismiss Amended Petition 	page 3 of 14
Bilateral Investment Treaty (“BIT”) arbitration claims against GOL.4 Id. at ¶¶ 29-30.
On June 15, 2014, the parties settled the BIT I Arbitrations by entering into a Deed of
Settlement. 3rd Arbitral Award5 at ¶ 69, ECF No. 55-9. On June 17, 2014, the parties “entered into
a Side Letter amending, correcting and clarifying certain points in the Deed [of Settlement].” Id.
Among other terms in the Deed of Settlement, LHNV and Sanum would continue to manage and
operate the Savan Vegas Casino and would take steps necessary to sell said casino within ten
months, with profits from the sale to be distributed to the casino’s owners accordingly. Id. at ¶ 70,
Am. Pet. at ¶ 73, and Deed of Settlement 6 at ¶¶ 10-11 and 16. “The BIT I Arbitrations were
suspended pending completion of the terms of settlement.” 3rd Arbitral Award at ¶ 71.
Shortly thereafter, the parties each alleged the other had materially breached the terms of the
Deed of Settlement, id. at ¶¶ 72-76, and the BIT I Arbitrations were reinstated on December 15,
2017.7 Id. at ¶ 76. On August 6, 2019, the BIT I tribunals issued two Final Awards.8 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.
4 Collectively, these proceedings are referred to as the “BIT I Arbitrations.”
5 Exhibit G to the Amended Petition is a copy of the arbitration award issued by the
Singapore International Arbitration Centre on August 11, 2021. Exhibit G shall be referred to as the
“3rd Arbitral Award.”
6 The Deed of Settlement, ECF No. 55-7, is appended as Exhibit E to the Amended Petition.
7 Sanum and LHNV also initiated additional BIT arbitrations against GOL (the “BIT II
Proceedings). The BIT II Proceedings focused on actions by GOL after the Deed of Settlement was
entered. See BIT II Decision on Jurisdiction, Admissibility and Liability at ¶ 8, attached as Ex. 6 to
Decl. John K. Baldwin, ECF No. 124-7.
8 Exhibit B to the Amended Petition is a copy of the award issued by the International
Centre for Settlement of Investment Disputes 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.”
Case 1:22-cv-00011 Document 130 Filed 10/15/26 Page 3 of 14

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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 Sanum’s Motion to Dismiss Amended Petition 	page 4 of 14
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”).9 Id. at ¶¶ 5 and 35. That tribunal issued an award on
August 11, 2021, dismissing all of LHNV and 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 sought to recover the full amount of the SIAC
award. Am. Pet. at ¶ 36, ECF No. 55.
C. Enforcement Actions in Idaho and the CNMI
GOL made demands on the award debtors to pay the awards, but LHNV and Sanum have not
paid any amount. Id. at ¶ 37A.
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
///
9 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.
Case 1:22-cv-00011 Document 130 Filed 10/15/26 Page 4 of 14

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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 Sanum’s Motion to Dismiss Amended Petition 	page 5 of 14
No. 55. On April 18, 2025,10 Sanum filed the instant Motion to Dismiss. ECF No. 113. GOL filed
its Opposition to the instant Motion to Dismiss on May 19, 2025, and Sanum filed its Reply thereto
on June 16, 2025. See ECF Nos. 125-26.
II. 	LEGAL STANDARD
Sanum 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),
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
10 The parties stipulated to extend the deadline for Sanum to respond to the Amended
Petition until fifteen days after the court ruled on the Baldwin and Bridge Capital Motion to Dismiss.
See Stipulation to Extend Time to File Responsive Pleadings, ECF No. 86, and Order, ECF No. 87.
Case 1:22-cv-00011 Document 130 Filed 10/15/26 Page 5 of 14

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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 Sanum’s Motion to Dismiss Amended Petition 	page 6 of 14
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 Sanum’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 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.
GOL asserts that this court has both general and specific jurisdiction over Sanum.
III. 	ANALYSIS
A. Whether this court has general jurisdiction over Sanum
“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).
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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 Sanum’s Motion to Dismiss Amended Petition 	page 7 of 14
Here, it is undisputed that Sanum was incorporated in Macau SAR. See Am. Petition at
¶¶ 12, 22 and 50, ECF No. 55. The Amended Petition, however, asserts that “Sanum’s principal
place of business is Saipan,” that it “has no employees in Macau SAR” and that Sanum “does not
conduct any business from Macau SAR.” Id. at ¶ 22. This assertion is refuted by LHNV.
To determine a corporation’s principal place of business for general jurisdiction purposes,
Sanum 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. The Court further
explained:
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).
Id.
GOL’s allegations in the Amended Petition regarding Sanum’s principal place of business
being Saipan are refuted by Baldwin’s Declaration. As chairman of the Board for Sanum, he asserts
that “Sanum’s only office, and corporate headquarters, which is regularly staffed by one or more
Sanum employees, is in Macau.” Decl. John K. Baldwin at ¶¶ 3 and 5, ECF No. 113-2. 	See also
Am. Pet. at ¶ 12, ECF No. 55 (“Sanum’s registered office is in Macau SAR[.]”).
Although Sanum asserts its corporate headquarters are in Macau, the Baldwin Declaration
does not specify whether the Macau office is the place where the corporation’s officers direct, control
and coordinate Sanum’s activities. 	The Amended Petition asserts that “Sanum’s business is
conducted in Saipan under the control of Baldwin and Scott, residents in Saipan, and through the
activities of Bridge [Capital] employees in Saipan – Sanum’s ‘nerve center’ is in Saipan.” Id. at
¶ 22. The Amended Petition also alleges that Bridge Capital’s “former CFO, Crawford, was also
Sanum’s CFO. Crawford testified: ‘The work I do for Sanum is done out of the Bridge Capital
///
///
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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 Sanum’s Motion to Dismiss Amended Petition 	page 8 of 14
office [in Saipan].”11 Id. at ¶ 50 (alteration in original).
GOL bears the burden of establishing personal jurisdiction over a defendant, yet it has not
supported its conclusory allegations with facts or credible evidence. Aside from the work done by
Mr. Crawford for Sanum in Saipan, the Amended Petition fails to specify what business it alleges
is conducted in Saipan, how Baldwin and Scott control Sanum’s activities in Saipan or what other
Bridge Capital employees, aside from Crawford, acted on behalf of Sanum in Saipan. Baldwin’s
Declaration rebuts GOL’s assertions that he and Scott control Sanum’s activities in Saipan, stating
that when he and Scott
are in Saipan, they are almost never doing anything in connection with Sanum.
Instead [their] time in Saipan is almost entirely dedicated to dealing with issues
concerning the businesses [they] own and operate in Saipan and Guam, which are
considerable. Sanum is not one of those businesses, and it has no operations in or
connection to Saipan. Thus, my consideration of Sanum’s affairs did not occur in
Saipan.
Decl. John K. Baldwin at ¶ 8, ECF No. 113-2. 	Additionally, Baldwin avows that “Sanum’s
accounting is conducted in Cambodia (and not by a Bridge employee). Id. at ¶ 6.
Based on the record before it, it is unclear whether Sanum’s nerve center is in Macau,
Saipan or other location. 	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 Sanum’s direct contacts with the CNMI are sufficient for the court to exercise general
jurisdiction over it.
B. Imputing Contacts of Baldwin, Scott and Bridge to Sanum Under Alter Ego Theory
GOL next attempts to establish general jurisdiction over Sanum by attributing the contacts
11 Paragraph 50 of the Amended Petition further alleges that Crawford testified “there are
no Sanum employees in Macau,” but this is a misquote of arbitration testimony. 	See John K.
Baldwin at ¶ 4, ECF No. 113-2, and Ex. 1 thereto. Mr. Crawford never testified that there are no
Sanum employees in Macau. Instead he stated that Sanum’s office in Macau had the same address
as the law firm of Mr. Menezes (one of Sanum’s lawyers) and that no Sanum employee worked at
Mr. Menezes’s legal office. 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 Sanum’s Motion to Dismiss Amended Petition 	page 9 of 14
of Baldwin, Scott and Bridge Capital 12 to Sanum under the alter ego doctrine. “[T]he alter ego test
has traditionally been used to bring a controlling parent into a controlled subsidiary’s home forum[.]”
Ranza v. Nike, Inc., 793 F.3d 1059, 1071 (9th Cir. 2015). Here, however, GOL seeks to use the alter
ego test in reverse – to bring a subsidiary into the alleged controlling parent’s home forum.
In Ranza, 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).
As an initial matter, the court must address Sanum’s argument that because the alleged
resident alter egos have “either been dismissed (Baldwin and Bridge Capital) or are about to be
dismissed on the same grounds (Scott),” Sanum’s Mem. Supp. Mot. Dismiss at 16, ECF No. 113-1,
“without jurisdiction over one of the supposed resident alter egos, the [c]ourt has no base from which
to extend personal jurisdiction to Sanum on alter ego grounds.” Sanum’s Reply at 8, ECF No. 126
(emphasis in original). Sanum asserts that “[w]ithout Baldwin, Bridge [Capital], or Scott before this
[c]ourt, there is no jurisdiction that could theoretically be extended, so there can be no alter ego
jurisdiction over Sanum[.]” Id. at 9. While the court recognizes that the parties’ briefs were filed
before the Ninth Circuit issued its recent ruling reversing this court’s dismissal of Baldwin and
Bridge Capital from this action, see ECF No. 128, such ruling now negates Sanum’s argument.
12 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 Sanum 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 Sanum’s Motion to Dismiss Amended Petition 	page 10 of 14
Baldwin, Scott and Bridge Capital are before this court, so their contacts with this forum may be
imputed to Sanum under the alter ego theory for general jurisdiction. Accordingly, 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
“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 Sanum, the Amended Petition specifically asserts the following: 13
13 The numerous allegations regarding unity of interest and ownership among Baldwin, Scott,
Bridge Capital and LHNV are not included in the list below because the court must specifically focus
on whether Baldwin, Scott, Bridge Capital and Sanum are alter egos of each other.
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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 Sanum’s Motion to Dismiss Amended Petition 	page 11 of 14
• 	Baldwin and Scott inserted LHNV into the chain of ownership between themselves and
Sanum, thus LHNV owned Sanum’s 80% share of the Savan Vegas Casino. Am. Pet.
at ¶ 41.H, ECF No. 55;
• 	Within weeks of signing the Deed of Settlement, Baldwin and Scott “removed $20
million from the [Savan Vegas C]asino, bypassing Sanum and [LHNV], the owners of
the . . . casino, by sending the funds to Bridge, themselves and other related persons,”
without informing “LHNV’s Managing Director or Supervisory Board they had taken
$20 million from the corporations and appropriated the money to themselves.” 	Id. at
¶ 41.J;
• 	Baldwin and Scott paid all of LHNV and Sanum’s legal fees and arbitration costs –
amounting to over $10 million – from bank accounts they maintained in Idaho. Id. at
¶ 41.N;
• 	Baldwin personally authorized the loans from Bridge Capital to Sanum of the Laos
contracts. Id. at ¶ 44;
• 	Baldwin and Scott “created another source of funds for Bridge to take out of Laos – a
Bridge Management Contract to manage Sanum, for which Bridge received additional
fees, but Bridge had no management personnel supervising the management of the casino
in Laos.” Id. at ¶ 45;
• 	Bridge Capital’s former CFO, Crawford, was also Sanum’s CFO, and he testified that the
work he does for Sanum is done out of Bridge Capital’s Saipan office. Id. at ¶ 50;
• 	Between 2009 to 2015, Baldwin routinely directed the CFOs of the Savan Vegas Casino
to send millions of dollars to entities unrelated to Sanum or the Sanum loan. Id. at ¶ 51;
• 	Based on an audit of the Savan Vegas Casino conducted by BDO Global (“BDO”),
Baldwin “caused Savan Vegas to transfer $85.29 million as payments to Sanum and
Bridge on the ‘Sanum Loan’ without applying any amount to the principal of the loan.”
Id. at ¶¶ 52 and 54;
• 	BDO determined that “Baldwin directed the Savan Vegas CFO to send millions of
dollars of the casino’s money, and thus 20% of [GOL’s] money,” to himself and other
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Baldwin-related individuals or entities. Id. at ¶ 56;
• 	All these payments identified by BDO “were a fraud on the company and the Savan
Vegas company’s minority share holders, [GOL] and ST Group. 	These payments
demonstrate Baldwin’s total control of LHNV and Sanum and his use of their funds for
personal use and to the detriment of his partners and the company.” Id. at ¶ 57;
• 	“Baldwin ordered the Savan Vegas CFO to create false invoices from the U.S. law firm
he had retained to represent LHNV and Sanum in the arbitrations.” Id. at ¶ 67;
• 	“Baldwin directed Crawford, his CFO, to use Sanum’s subsidiary Savan Vegas funds to
pay Debevoise,” the law firm hired to represent LHNV and Sanum’s interests at the
outset of the treaty arbitrations in 2012. 	Under the retainer agreement, Debevoise’s
clients were Bridge Capital, LHNV and Sanum, and Debevoise sent its legal invoices
to Bridge Capital’s Saipan office. Id. at ¶ 68;
• 	Crawford created the false Debevoise invoices by “copy[ing] the Debevoise letterhead,
add[ing] the addressee as Savan Vegas and Casino Co,. [and] add[ing] the amount of the
original invoice,” to create the impression that the Debevoise invoice was addressed to
Savan Vegas. Id. at ¶ 69;
• 	Crawford testified that he created the false Debevoise invoices “because when he sent
wire instructions to the Laos bank, [the bank] required a copy of the invoice that was
being 	paid” 	and 	Crawford 	“did 	not 	want 	the 	bank 	to 	see 	he 	was 	paying 	a
Bridge/LHNV/Sanum invoice with Savan Vegas funds” and this was done “to deceive
the bank and ultimately the Government.” Id. at ¶ 70;
• 	“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;
• 	“At no time during Baldwin and Scott’s control of [LHNV], Sanum and their subsidiary,
the Savan Vegas casino, from January 2008 through April 2015, did Baldwin or Scott
make or allow any payments from the Savan Vegas casino to the other shareholders, the
[GOL] and ST Group. Over that period, Baldwin, with Scott’s concurrence, directed the
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CFO to transfer over $85 million from Savan Vegas to Sanum and to Bridge [Capital]
without a single payment to [GOL], a 20% shareholder in Savan Vegas. GOL discovered
this fraud after BDO audited the books in 2015/2016 and revealed the extent of
Baldwin’s theft from the Savan Vegas shareholders. 	After 2012, Baldwin directed
Crawford to make payments from Savan Vegas directly to Bridge, skipping the loan
owner, Sanum, again abusing the corporate form.” Id. at ¶ 72; and
• 	Baldwin created a scheme to defraud GOL and the SIAC tribunal by using Bridge Capital
funds to pay Gus Noble (the owner of Maxgaming) to sign an MOU that he would buy
the Savan Vegas Casino for $220 million, when in fact Mr. Noble was not a bona fide
purchaser of the casino. Id. at ¶¶ 73-76.
Based on the above factual allegations, the court finds that GOL has satisfied the first pong
of the alter ego test. The Amended Petition alleges commingling of funds because funds from the
Savan Vegas Casino that belonged to its shareholders (LHNV, GOL and ST Group) were transferred
to Bridge, Baldwin and other Baldwin-related individuals and entities, and that in directing that such
payments be made, Baldwin abused the corporate form of the various entities. 	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. While Bridge
Capital and Sanum have separate corporate offices, the Amended Petition alleges that Crawford
(who was the CFO for Bridge Capital, Sanum and the Savan Vegas Casino) performed work for
Sanum out of Bridge Capital’s office in Saipan. 	Crawford is also alleged to have altered legal
invoices in order to deceive the Laos bank and GOL and keep 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. 14
14 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
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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, 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 supra, GOL has sufficiently alleged
facts to meet its burden of showing how Baldwin, Scott and Bridge Capital have benefitted from the
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 Sanum’s contacts with the CNMI are of such quality and nature that it 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 Sanum under the alter ego theory, there is
no need for the court to address Sanum’s remaining argument that this court lacks specific
jurisdiction over Sanum. Accordingly, the court denies Sanum’s Motion to Dismiss the Amended
Petition.
IT IS SO ORDERED.
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.
Frances M. Tydingco-Gatewood
Designated Judge
Dated: Oct 15, 2026
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