GS Holistic, LLC v. Upferno Inc et al

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
GALVESTON DIVISION
GS HOLISTIC, LLC,
Plaintiff.
V.
UPFERNO INC, et al.,
Defendants.
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CIVIL ACTION NO. 3:23-cv-00249
OPINION AND ORDER1
Plaintiff GS Holistic, LLC (“GS”) has filed a motion to strike Defendants’
answer. See Dkt. 42. For the reasons discussed below, the motion is granted.
BACKGROUND
GS instituted this lawsuit against Defendants Upferno Inc. and Galal
Abdulkarem 	Ahmed 	Al 	Salahi, 	asserting 	claims 	of 	trademark 	infringement,
counterfeiting, and false designation of origin and unfair competition under the
Lanham Act, 15 U.S.C. §§ 1114, 1125(a). On September 22, 2025, GS filed an
amended complaint. See Dkt. 33. The amended complaint was properly served on
Defendants. See Dkt. 40.
On November 3, 2025, Al Salahi timely filed a one-page answer. See Dkt. 41.
In his answer, Al Salahi, who is representing himself, purports to answer on behalf
of himself and Upferno. The substance of Al Salahi’s answer is a one-sentence
general denial, stating: “Defendant denies the allegations of the petition and thus
asserts the privilege of having such allegations proved by a preponderance of the
evidence.” Id. at 1.
1 “When the magistrate judge finds that dismissal or another sanction disposing of a claim
or defense in unwarranted, the motions should be characterized as non-dispositive and
may be ruled on by the magistrate judge.” Carter v. H2R Rest. Holdings, LLC, No. 3:16-
cv-1554, 2016 WL 11664124, at *4 (N.D. Tex. Oct. 31, 2016). Because Defendants will be
afforded the opportunity to file a Rule 8-compliant answer, my ruling today is not
dispositive of a claim or defense.
United States District Court
Southern District of Texas
ENTERED
December 01, 2025
Nathan Ochsner, Clerk
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On November 25, 2025, GS filed the instant motion requesting that Al
Salahi’s answer be stricken because: “(1) a corporation may not appear pro se and
cannot be represented by a non-lawyer”; and “(2) the Answer fails to comply with
pleading requirements because it offers only a bare general denial without fair
notice, lacks any specific admissions or denials to the petition’s allegations, and
contains internal defects.” Dkt. 42 at 1. Al Salahi’s response to GS’s motion is not
due until December 16, 2025. I see no reason to await Al Salahi’s response,
however, because there is nothing that Al Salahi could say to change the outcome.
CORPORATE ENTITIES MUST BE REPRESENTED BY COUNSEL
“It has been the law for the better part of two centuries . . . that a corporation
may appear in the federal courts only through licensed counsel.” Rowland v. Cal.
Men’s Colony, Unit II Men’s Advisory Council, 506 U.S. 194, 201–02 (1993). “The
right to conduct business in these forms carries with it an obligation to hire a
lawyer when the entity is sued.” Alt. Materials, LLC v. TCH Constr. Grp., Inc., 339
F.R.D. 322, 324 (N.D. Fla. 2021). Against this legal backdrop, district courts across
the nation “have found that the continued failure of a corporate or business entity
to retain counsel despite the Court’s previous orders [to do so] constitutes a failure
to defend under Rule 55(a) and warrants the clerk entering default against the
corporation or business entity.” U.S. Dep’t of Lab. v. Mr. Cao’s LLC, No. 22-1165,
2024 WL 3567341, at *5 & n.4 (D. Kan. Mar. 1, 2024) (collecting cases). Unless
Upferno appears through counsel, the Clerk of Court must enter a default against
Upferno. See Ryan Cos. US v. Solarjuice Am. Inc., No. 3:23-cv-00331, 2025 WL
429015, at *2 (S.D. Tex. Feb. 7, 2025).
AL SALAHI’S ANSWER IS AN IMPERMISSIBLE GENERAL DENIAL
“A party that intends in good faith to deny all the allegations of a pleading—
including the jurisdictional grounds—may do so by a general denial.” Fed. R. Civ.
P. 8(b)(3) (emphasis added). Al Salahi states that he is offering a “GENERAL
DENIAL.” Dkt. 41 at 1. The entirety of Al Salahi’s general denial is this:
“Defendant denies the allegations of the petition and thus asserts the privilege of
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having such allegations proved by a preponderance of the evidence. Defendant will
amend this answer, as necessary.” Id. Al Salahi cannot make a general denial,
however, because Al Salahi cannot deny GS’s jurisdictional allegations in good
faith.
In 	its 	amended 	complaint, 	GS 	invokes 	this 	court’s 	federal 	question
jurisdiction. See Dkt. 33 at 2 (“This Court has subject matter jurisdiction over the
claims in this action that relate to trademark infringement, counterfeiting, and
false designation of origin and unfair competition pursuant to the provisions of 15
U.S.C. § 1121 and 28 U.S.C. §§ 1331 and 1338(a).”). Congress has provided that
“[t]he district courts shall have original jurisdiction of all civil actions arising
under the . . . laws . . . of the United States.” 28 U.S.C. § 1331. Accordingly, Al
Salahi cannot deny this court’s federal question jurisdiction in good faith. Because
Al Salahi cannot deny all the allegations in GS’s amended complaint in good faith,
he cannot offer a general denial. See Poole v. Dhiru Hosp., LLC, No. SA-18-cv-636,
2018 WL 7297891, at *2 (W.D. Tex. Oct. 29, 2018) (“General denials are only
appropriate when all allegations brought in the complaint, including jurisdiction,
are in good faith denied by a party.”).
“A party that does not intend to deny all the allegations must either
specifically 	deny 	designated 	allegations 	or 	generally 	deny 	all 	except 	those
specifically admitted.” Fed. R. Civ. P. 8(b)(3). 	Al Salahi’s answer does not
specifically deny or admit any of GS’s allegations. Accordingly, Al Salahi’s answer
must be stricken. See Mary Kay, Inc. v. Dunlap, No. 3:12-cv-0029, 2012 WL
2358082, at *8 (N.D. Tex. June 21, 2012) (striking a plaintiff’s impermissible
general denial). Because Al Salahi is proceeding pro se, I will afford him an
opportunity to file an amended answer that complies with Rule 8’s requirements.
Al Salahi may choose to “either specifically deny designated allegations or
generally deny all except those specifically admitted.” Fed. R. Civ. P. 8(b)(3). Al
Salahi may also choose, as many defendants do, to specifically deny or admit each
allegation in the amended complaint. Whichever route Al Salahi chooses, he must
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“state in short and plain terms [his] defenses to each claim asserted against [him]”
and “admit or deny the allegations asserted against [him].” Fed. R. Civ. P. 8(b)(1).
Failure to properly answer the amended complaint risks any non-compliant
answer being stricken and the clerk’s entry of default against the Defendants.
CONCLUSION
For the reasons discussed above, GS’s motion to strike (Dkt. 42) is granted. 2
I will give Al Salahi until Friday, January 16, 2026, to file a Rule 8-compliant
answer. I will give Upferno until Friday, January 16, 2026, to appear through
counsel and answer the amended complaint. Failure to do either of these things by
January 16, 2026, risks a clerk’s entry of default.
SIGNED this ____ day of December 2025.
______________________________
ANDREW M. EDISON
UNITED STATES MAGISTRATE JUDGE
2 GS’s request for “costs associated with addressing the improper Answer” is denied.
Dkt. 42 at 5.
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