SBC Nevada LLC v. Miomni Sports Ltd. - Partial Summary Judgment Denied

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SBC NEVADA, LLC, INDIVIDUALLY AND AS SUCCESSOR IN v. MIOMNI SPORTS LTD., A FOREIGN LIMITED-LIABILITY CO

United States Bankruptcy Court, D. Nevada

• Citations: None known
• Docket Number: 22-01166

• Precedential Status: Unknown Status

• Opinion

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Trial Court Document

& “ pe Ses
Honorable Gary Spraker oth
United States Bankruptcy Judge \Q. □□
pe ° Rar ore
Entered on Docket
August 15, 2025

UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
In re:
Case No.: 22-14240-gs
MIOMNI GAMING LTD., Chapter 7
Debtor(s). Adv. Proc. No. 22-01166-gs
SBC NEVADA, LLC, Individually, and as the Hearing Date
Successor in Interest to the Estate Claims of DATE: December 10, 2024
Miomni Gaming Limited, TIME: 10:00 a.m.
Plaintiff(s),
Vv.
MIOMNI HOLDING, LIMITED, a Foreign
Holding Company (Terminated); MIOMNI
SPORTS LTD., a Foreign limited-liability
company; MIOMNI LTD., a Nevada limited
liability company; ANDREW WATT, Individual;
MICHAEL VENNER, Individual; PHILLIP
KONSTAM, Individual; MIOMNI HOLDINGS
LIMITED, a Foreign Holding company; MIOMNI
HOLDINGS, LTD., a Foreign limited-liability
companys Defendant(s).

MEMORANDUM DECISION ON MOTION
FOR PARTIAL SUMMARY JUDGMENT
Before the court is plaintiff SBC Nevada, LLC’s (SBC) Motion for Partial Summary
Judgment as to Miomni Sports Limited (Motion).1 This Motion seeks to establish that various
transfers allegedly made by the debtor, Miomni Gaming Ltd. (Gaming), to Miomni Sports Ltd.
(Sports) are avoidable as fraudulent transfers, as well as determinations of successor liability,
alter ego, and relief declaring that the debtor is the true owner of certain intellectual property
related to mobile sports betting applications. Sports originally appeared in the adversary
proceeding but subsequently filed an insolvency proceeding in the United Kingdom and an
ancillary proceeding under chapter 15 in this district. The bankruptcy court granted relief from
stay in the chapter 15 proceeding to permit SBC to liquidate its claims against Sports as it
ultimately seeks to extend Sports’s liability to other non-debtor defendants.
Sports has not opposed the motion for partial summary judgment. Yet, SBC is not
automatically entitled to the relief it seeks. A movant on summary judgment must still carry its
burden of proof even absent any opposition. Towards this end, SBC has submitted a significant
amount of evidence to support its theory that Gaming fraudulently transferred valuable mobile
sports betting applications to Sports after an adverse state court judgment. The evidence
demonstrates a coordinated effort to shift Gaming’s contracts with several casinos to Sports.
However, the evidence further shows that Gaming never owned the intellectual property
comprising the betting applications. Nor did it have exclusive, long-term rights to that
intellectual property: Gaming held a non-exclusive license to use, develop, and sublicense the
intellectual property.
The underlying intellectual property at all times was owned by defendant Miomni
Holdings, Ltd (Holdings), the parent company of both Gaming and Sports. Holdings was also
owned and controlled by the individual defendants. Holdings granted Sports a new license to use
the same intellectual property that Gaming was using. After the state court entered its judgment,

1 Adv. ECF No. 418.
Holdings terminated Gaming’s license to use the intellectual property. SBC has not challenged
Holdings’ termination of Gaming’s license, or Holdings’ ability to license the intellectual
property to Sports. As a result, SBC has failed to establish that Gaming transferred the mobile
sports applications and intellectual property to Sports.
Gaming did have contracts to provide mobile sports applications to several casinos. But
Gaming lost the ability to service those contracts when Holdings terminated its license.
Ultimately, the evidence presented shows that Gaming did not transfer any contracts to Sports;
the casinos simply entered into new contracts with Sports, in part because their contracts with
Gaming had either already expired when Gaming’s license was terminated or were set to expire.
Thus, SBC has not established that Gaming transferred the casino contracts to Sports.
Absent evidence that Gaming transferred some property interest to Sports, SBC has failed
to prove a fundamental element of the fraudulent transfer claims. Similarly, the failure to
establish the transfers to Sports, or any resulting debt, precludes entry of summary judgment on
SBC’s other claims.
Background
Defendants Michael Venner, Andrew Watt and Phillip Konstam own Miomni Holdings,
Ltd., a foreign limited liability company registered in the United Kingdom.2 Holdings, in turn,

2 Sports ECF No. 27 at APEN0032:25-APEN0033:8; id. at APEN0001; APEN0033:12-14.
“Sports ECF No.” refers to documents filed on the chapter 15 case docket of In re Miomni
Sports, Ltd., Case No. 24-11963-gs. Per footnote 1 of the Motion, SBC’s exhibit references
throughout the Motion and the accompanying statement of undisputed facts are to those exhibits
docketed at Sports ECF Nos. 25-38. The court also notes that SBC frequently omitted pin cites to
its exhibits leaving the court to scour through the exhibits to verify or understand the factual
point being made. See, e.g., Adv. ECF No. 418 at 14:10-12 (quoting deposition testimony but
citing only generally to the exhibit, Exhibit 232, a 176-page deposition transcript). This alone
warrants the denial of the Motion. See United States v. Dunkel, 927 F.2d 955, 956 (7th Cir. 1991)
(“Judges are not like pigs, hunting for truffles buried in [the record].”); Chaney v. Grigg (In re
Grigg), 2013 WL 5945793, at *5 (Bankr. W.D. Pa. Nov. 6, 2013); In re Harmony Holdings,
LLC, 393 B.R. 409, 416 (Bankr. D.S.C. 2008) (“[i]t is not the Court’s function to endlessly
explore the record for facts that support the case of either party.”). In the interests of addressing
the merits of the Motion, the court has nonetheless spent the additional time necessary to review
SBC’s arguments.
owns Gaming and Miomni Media Ltd, which ultimately was renamed Sports. Holdings owns
other dissolved or dormant companies, including: Miomni Platform Ltd; Miomni Cloud Ltd;
Cool Room Live Ltd; and Miomni Ltd.3 Venner and Watt have served as the officers and
directors of Holdings, Gaming and Sports.4 Each company is registered in the United Kingdom.
As for the business of these entities, SBC states simply: “Miomni marketed, sold, and
implemented software (the ‘Miomni Systems’).”5 Critically, SBC fails to identify which Miomni
entity owned, or did, what. Instead, it generically describes the software as a “middleware
platform” that encompassed “the entire solution provided by or through the Debtor, including,
without limitation, middleware, back-end services, content management services, content
delivery services, and geolocation services owned, operated by or licensed by the Debtor.”6 This
included “all discrete systems, software, and services (other than an account wagering platform)
require[d] for mobile sports betting operations at licensed sportsbooks in the United States, and
more particularly in Nevada.”7 The geolocation services enabled the sportsbook clients to
comply with existing laws limiting any betting to permitted locations (for purposes of this
dispute, Nevada).8
Importantly, Holdings owned the software system known and referred to by SBC as the
Miomni Systems, which includes the “middleware platform” and the “entire solution” for
purposes of this decision.9
A. Holdings-Gaming License Agreement.
On November 18, 2014, Gaming entered into a License Agreement with Holdings that
granted Gaming a “non-exclusive, non-transferable License to use the Miomni technology, i.e.
Middleware, Geolocation technology, Mobile applications for iOS and Android” (Holdings-

3 Sports ECF No. 27 at APEN0001.
4 Id. at APEN0011 (Holdings and Gaming); Sports ECF No. 34 at APEN1486.
5 Adv. ECF No. 419 at 8, ¶ 19.
6 Id. 7 Id. at ¶ 20.
8 Id. at 9, ¶ 24.
9 Sports ECF No. 27 at APEN0107-108.
Gaming License).10 The schedules to the Holdings-Gaming License further specified that the
Miomni technology licensed to Gaming included “middleware platform geo-location technology
and mobile applications for sports betting,” in the form of “object code and source code.”11 The
Holdings-Gaming License had a term of ten years, expiring on November 17, 2024.12 The
license fee was listed as zero British pounds.13 The “Approved Purpose” of the Holdings-
Gaming License was described as “[s]ublicensing object code and the modification of source
code. (Any modification of source code or object code automatically becomes the Intellectual
Property of the Licensor.).”14 The Holdings-Gaming License explicitly stated, “[a]ll Intellectual
Property Rights over and in respect of the Asset are owned by Licensor. The Licensee does not
acquire any rights of ownership in the Asset.”15 “Asset” is defined under Item 6 of the schedule
to the Holdings-Gaming License as “[t]he Miomni technology, i.e. middleware platform geo-
location technology and mobile application for sports betting.”16 Venner signed the Holdings-
Gaming License as director of Holdings, and Watt signed it as director of Gaming.17
B. Gaming’s Nevada Casino Contracts.
Beginning in early 2015, Gaming entered into contracts with several casinos to develop
software to permit mobile gaming applications. In early October 2015, Gaming granted Wynn
Las Vegas, LLC (Wynn) a license to use the Miomni remote sports and race wagering software
in conjunction with its own sports and race book operations pursuant to a “Software and Solution
Development and Services Agreement” (Gaming-Wynn Agreement).18 Under that agreement
Wynn granted Gaming a reciprocal license to utilize Wynn’s intellectual property strictly for

10 Sports ECF No. 33 at APEN1345.
11 Id. at APEN1352.
12 Id.
13 Id.
14 Id. [emphasis added].
15 Id. at APEN1347 [emphasis added].
16 Id. at APEN1352.
17 Id. at APEN1350-51.
18 Sports ECF No. 28 at APEN0374-94.
purposes of creating and operating the remote sports and race wagering operations at Wynn.19
Gaming charged Wynn a one-time platform set up fee, with monthly use fees assessed
thereafter.20 The Gaming-Wynn Agreement was signed by Venner as CEO of Gaming.21
On June 26, 2016, Gaming registered as a domestic limited liability corporation in the
state of Nevada.22 On August 21, 2017, Gaming filed its application with the Nevada Gaming
Commission Board (NGCB) for geo-location and information technology service provider
licenses.23 At a public hearing conducted by the NGCB on May 2, 2018, the NGCB approved
Gaming’s license application.24
During this period, Gaming entered into similar agreements with South Point Hotel and
Casino (South Point),25 Stations Casinos LLC (Stations),26 and Monarch Casino & Resort, Inc.
(Atlantis).27 As with Wynn, each agreement provided reciprocal licenses necessary to properly
operate a mobile, remote race and sports book application. Gaming charged each a one-time
platform set up fee and monthly use fees assessed thereafter. Watt signed each of the agreements
on behalf of Gaming. The agreements with South Point, Stations and Atlantis were each for a
period of three years.
As Gaming’s agreements with the casinos were set to expire, Gaming extended or
amended the agreements, though most of the agreements also contained a provision
automatically renewing the agreement unless otherwise elected. Gaming twice amended its

19 Id. at APEN0376.
20 Id. at APEN0390.
21 Id. at APEN0386.
22 Adv. ECF No. 119-8.
23 Sports ECF No. 32 at APEN1100-03.
24 Id. at APEN1120.
25 Sports ECF No. 28 at APEN0395-0407.
26 Exhibit 183 at APEN 2010-29 (under seal). The agreement between Gaming and Stations was
filed under temporary seal. Sports ECF No. 44. Subsequently, that and other exhibits were de-
designated as confidential. Sports ECF No. 59. Although the court directed SBC to file the de-
designated exhibits and an unredacted Statement of Undisputed Facts on the public case docket,
to date SBC has not complied with the court’s order. Id. at 2:8-9.
27 Sports ECF No. 29 at APEN0408-0421.
agreement with Wynn, extending the term until December 1, 2021.28 It extended the agreement
with South Point through September 5, 2020.29 The parties extended the Stations agreement
through May 2023.30 Similarly, Gaming’s agreement with Atlantis was extended for one year,
through March 16, 2021.31
C. SBC’s Agreement with Gaming.
According to SBC’s Verified Third Amended Complaint (Complaint), in 2015 it sought
to develop software for a mobile device application for on demand sports betting.32 Specifically,
“SBC’s application would utilize a casino-to-casino wager, known as ‘layoff wagering,’ to
accomplish the otherwise-prohibited use of funds from one sportsbook to place a wager at a
different sportsbook.”33 SBC approached Stadium Technology Group (Stadium) to develop the
mobile application.34 Stadium told SBC it had to work through Gaming’s middleware, due to
Stadium’s exclusivity contract with Gaming.35 Accordingly, on February 6, 2016, SBC and
Gaming signed a Partnership Term Sheet.36 Under the Partnership Term Sheet, Gaming
“committed to, in exchange for cash and equity, be SBC’s technical partner in charge of
development of the App….”37 Gaming also was to be responsible for maintaining and supporting
SBC’s mobile application after it was launched.38 The agreement provided for a final completion
date of July 25, 2016.39

28 See Sports ECF No. 32 at APEN0950-53.
29 Id. at APEN0959-0960.
30 Exhibit 184 (under seal).
31 Sports ECF No. 32 at APEN0989.
32 Adv. ECF No. 349 at 34-35, ¶¶ 126-131.
33 Sports ECF No. 32 at APEN1030, ¶ 16.
34 Adv. ECF No. 349 at 35, ¶ 132.
35 Id. at ¶ 133.
36 Sports ECF No. 32 at APEN1038, ¶ 50.
37 Id. at ¶ 51.
38 Id. at ¶ 52.
39 Id. at APEN1042, ¶ 67.
D. Gaming’s West Virginia Joint Venture.
Around the same time Gaming was entering its first agreement with Atlantis in January
2017, “Miomni” - with no designation as to Gaming, Media, Holdings, etc. - entered into a
Platform and Source Option Agreement with EnterG Software Solutions Ltd. (EnterG), a Cypriot
software developer.40 EnterG was tasked with creating a Miomni-branded sports betting
platform. On March 18, 2018, Gaming executed its right to acquire the platform created by
EnterG.41
Later in 2018, Gaming entered into a joint venture (Gaming-DNG Agreement) with
Delaware North iGaming, Inc. (DNG), a gaming operator based in New York.42 DNG owned
gaming facilities in West Virginia. Pursuant to the agreement, Gaming and DNG were to operate
a company called BetLucky Interactive, LLC (BetLucky) to provide online sports wagering in
West Virginia (and, ultimately, elsewhere) using Gaming’s EnterG platform.43 DNG owned 51%
of the joint venture; Gaming owned the other 49%.44 Venner signed the Gaming-DNG
Agreement as CEO of Gaming.45 The same day, Gaming entered into a Software License,
Development, Support and Services Agreement with BetLucky pursuant to which BetLucky was
granted a license to use Gaming’s sports wagering software.46
Soon thereafter, on February 25, 2019, EnterG attempted to terminate the agreement with
Gaming.47 Subsequently, on March 6, 2019, BetLucky’s betting services in West Virginia were
interrupted.48 By examining the object code, Gaming determined that EnterG had entered a “kill
switch” in the Miomni-branded platform’s object code that enabled it to interrupt BetLucky’s

40 Sports ECF No. 33 at APEN1153-65.
41 Id. at APEN1166.
42 Exhibit 86 (under seal), APEN1171.
43 Id.
44 Id. at APEN1215.
45 Id. at APEN1214.
46 Exhibit 87 (under seal), APEN1223-1303.
47 Sports ECF No. 33 at APEN1310.
48 Id. at APEN1304; 1318.
wagering services.49 As a result, DNG sued Gaming in Delaware state court, alleging Gaming
did not acquire the rights from EnterG for use of EnterG’s intellectual property; in turn, Gaming
sued EnterG in the United Kingdom, seeking a ruling that it had acquired those rights. Gaming
ultimately prevailed in the United Kingdom litigation and was awarded £125,000.00.50
E. Miomni Sports is Created.
On December 17, 2019, more than five years after Holdings granted Gaming a non-
exclusive license to use and develop the Miomni technology, Holdings entered into a licensing
agreement (Holdings-Sports License) with Miomni Media Limited (Media).51 Media was a
dormant subsidiary of Holdings formed in 2012.52 The Holdings-Sports License was more
detailed than the Holdings-Gaming License. This new agreement provided Media a “worldwide,
non-exclusive, non-transferable, royalty-free right in the Territory [defined as worldwide] over
the Combined Material to…create Derivative Works;…grant sublicenses to Licensee’s
customers to use any Combined Materials (or part thereof) including as Derivative Works;
and…use, adapt and create Derivative Works for Licensee’s internal testing, demonstration and
development purposes.”53 The new agreement defined “Derivative Works” as “any reproduction
or adaptation of the Combined Materials,” which in turn were defined as the “Software,
Documentation and Tools.”54 The initial term of the license was one year, with a five-year
renewal option.55 The fee for the license was one British pound.56 The Holdings-Sports License
was again signed by Venner for Holdings and Watt for Media.57

49 Id. at APEN1340, ¶ 27.
50 Id. at APEN1306-17.
51 Sports ECF No. 34 at APEN1353-68.
52 Sports ECF No. 27 at APEN0001; APEN0076.
53 Sports ECF No. 34 at APEN1356.
54 Id. at APEN1354.
55 Id. at APEN1366.
56 Id.
57 Id. at APEN1365.
Nothing in the record shows that Media conducted any business immediately after
acquiring the license from Holdings. Nearly two years later, on November 30, 2021, Media
changed its name to Miomni Sports Ltd.58
F. SBC Sues Gaming and Sports Prepares to Conduct Business in Nevada.
After several years of delays and failures by Gaming to deliver the middleware (namely,
operable layoff wagering functionality),59 SBC sued Gaming for breach of contract on March 4,
2019, only months before Holdings granted Media its license to use the Miomni Systems.60 Trial
began on November 29, 2021, the day before Media changed its name to Sports.61 The seventh
and final day of trial was held several months later on March 3, 2022.62 Less than two weeks
after the close of trial, Sports registered with the Nevada Secretary of State as a foreign limited
liability company.63
On May 2, 2022, the court entered its 31-page Findings of Fact, Conclusions of Law, and
Judgment in favor of SBC against Gaming.64 The court held that Gaming had damaged SBC in
the amount of $5,506,400.00.65
Sports registered with the NGCB as an associated equipment manufacturer and
distributor later that summer on August 25, 2022.66
G. Writ of Garnishment.
In furtherance of the state court judgment SBC obtained a writ of garnishment, which it
caused to be served on Gaming’s customers, namely, the Nevada casinos. On August 12, 2022,
Steve Harris, acting on behalf of South Point, completed the interrogatories attached to the writ

58 Id. at APEN1477.
59 Sports ECF No. 32 at APEN1044-45.
60 Adv. ECF No. 349 at 36, ¶ 138.
61 Id. at 38, ¶¶ 153-54.
62 Id. at 39, ¶¶ 160, 162.
63 Sports ECF No. 34 at APEN1483.
64 Sports ECF No. 32 at APEN1027-1058.
65 Id. at APEN1055.
66 Sports ECF No. 34 at APEN1490.
served on that casino. South Point answered that it had a software and solutions agreement with
Gaming, for which it paid Gaming $4,807.00 per month.67
Eric Aldrian of Wynn completed the interrogatories attached to the writ on September 14,
2022, stating that Wynn had a software and solutions development and services agreement with
Gaming for which Wynn paid Gaming $10,000 per month.68
On September 30, 2022, Jeffrey Welch, Executive Vice President for Stations, completed
the interrogatories attached to the writ, stating that Stations had a contract with Gaming for
unspecified services through May 31, 2023, for which it paid Gaming $57,850.00 per month.69
H. The Holdings-Gaming License is Canceled.
On August 31, 2022, shortly after Sports registered with the NGCB, Holdings’
shareholders – Venner, Watt, and Konstam – conducted a shareholder meeting via Zoom.70 The
minutes of that meeting reflect that, “[t]he Shareholders of Miomni Holdings Limited have voted
to relinquish licensing rights to Miomni Gaming Limited as it has come to light that Miomni
Gaming Ltd. maybe [sic] trading insolvent due to a combination of bad debts and legal disputes
in the U.S.”71
I. Sports Contracts with the Casinos.
SBC alleges that while the state court action was pending, and even before Sports
registered with the Nevada Secretary of State on August 25, 2022, Gaming began transferring its
assets to Sports.72 Specifically, SBC contends that Gaming transferred its casino contracts to
Sports. Unfortunately, SBC never identifies the specific dates of any transfer. Instead, it has
provided a multitude of documents describing an evolving situation that began before the state
court trial and continued well afterwards.

67 Id. at APEN1577-83.
68 Sports ECF No. 35 at APEN1674-76.
69 Adv. ECF No. 319 at 142-144.
70 Sports ECF No. 34 at APEN1576.
71 Id.
72 Adv. ECF No. 349 at 38, ¶¶ 157, 159.
1. Wynn.
In late 2021, Gaming was negotiating a third amended agreement with Wynn to replace
the then-current agreement set to expire on December 1, 2021. On multiple occasions, Wynn
requested a clean copy for signature.73 Finally, on December 13, 2021, Venner emailed the
Wynn representatives, stating:

We are reorganising our group companies and we will be running sports betting
out of Miomni Sports Limited (100% owned by Miomni Holdings Ltd as is
Miomni Gaming Ltd).

Legal have asked for the extra redline in the attachment. Nothing changes for
Wynn just being invoiced out of another cost centre….74
Wynn responded on December 17, 2021, with further changes to the proposed
amendment noting, “Miomni Sports will need to go through our vendor protocol.”75 Watt signed
the new amendment on December 17, 2021, which was entitled, “Third Amendment and
Assumption and Assignment Agreement.”76 Among other things, the agreement provided that
“Miomni Gaming desires to assign all of its rights, title, duties, obligations, and interest under
the Agreement to Miomni Sports, and Miomni Sports is willing to accept and assume all of
Miomni Gaming’s rights, title, duties, obligations, and interest under the Agreement, pursuant to
the terms and conditions set forth herein….”77 The agreement further provided that the
assignment would be effective December 1, 2021. Although Watt signed the third amended
Wynn agreement on behalf of both Gaming and Sports, that agreement was never signed by
Wynn.78 According to Watt, Wynn did not renew its contract with Gaming when it expired on its
own terms in December 2021. Instead, Wynn simply continued to pay Gaming for its services on
a rolling basis thereafter.79

73 Sports ECF No. 34 at APEN1470-71.
74 Id. at APEN1470.
75 Id. at APEN1469.
76 Id. at APEN1481.
77 Id.
78 Sports ECF No. 35 at APEN1673.
79 Sports ECF No. 27 at APEN0088-0089.
On September 8, 2022, after entry of the state court decision and service of the writ of
garnishment, Watt emailed Wynn asking about payment of Gaming’s August 2022 invoice. In
the email, he again stated, “The group have re-organised and we are trading through Miomni
Sports Ltd.”80 Later that same day, Eric Aldrian, Vice President of Legal – Litigation and
Compliance for Wynn emailed Watt. Aldrian explained that Gaming’s August invoice had not
been paid because Wynn had been served with a writ of garnishment directing Wynn to pay
monies owed to Gaming to the sheriff’s department on account of SBC’s judgment.81 Watt
responded the following day, confirming the writ was valid and advising that Gaming had ceased
trading while its appeal of the SBC judgment was pending.82 Watt then stated:

I believe your contract is with Miomni Sports Ltd, a new entity which owns the
overall I.P[.] rights for it’s [sic] new end-to-end platform and is licensed by
NGCB.

In an administrative error the August invoice was sent from Miomni Gaming Ltd.

Options: I can send a credit note from Miomni Gaming Ltd and re-invoice from
Miomni Sports Ltd.83
Aldrian responded, “I double check [sic] and it looks like our agreement is with Miomni
Gaming (not Miomni Sports), do you have something showing otherwise?”84 After a telephone
call between Aldrian, Watt, Venner and Charlie Stone of Wynn, on September 13, 2022, Aldrian
sent the following summary email to Watt:

Just to recap the key points, you confirmed that Miomni Sports is licensed with
NGCB and is now a WLV registered vendor, and you would like to send WLV a
new licensing agreement with Miomni Sports that will not change the service or
price – it’s really just a structural change from an app development contract to a
licensing contract. Avoiding any change or disruption in the service/app is
obviously very important to WLV, which you understood. We also discussed that
the contract review/approval process can take some time and that WLV should
continue to pay under the prior arrangement with Miomni Gaming until a new
agreement is signed. To that end, you also agreed that until WLV signs a new

80 Sports ECF No. 35 at APEN1658.
81 Id. at APEN1657.
82 Id.at APEN1656.
83 Id.
84 Id.
agreement with Miomni Sports, WLV can pay amounts due to Miomni Gaming
under the prior agreement to the Sheriff, in compliance with the Writ.85
On September 15, 2022, Watt emailed Aldrian and Douglas Castaneda at Wynn, advising
that the agreement between Gaming and Wynn had expired, and attaching a new contract with
Sports, pursuant to which Sports “can now offer its new online and retail platform.”86
After months of negotiations, on December 1, 2022, Sports entered into a Licensing and
Managed Service Agreement (Sports-Wynn Agreement) with Wynn.87 Under that one-year
contract Wynn licensed Sports’s mobile race wagering platform. In exchange, Sports agreed to
configure, set up, customize and maintain the platform for Wynn, including Apple and Android
applications. The monthly license fee was $10,000. The Sports-Wynn Agreement specified,
“This agreement supersedes all other agreement[s].”88
2. South Point.
On August 23, 2022, Cyndee Hutchins, Director of Finance at South Point, emailed a
copy of SBC’s writ of garnishment against Gaming to Watt. She advised him that South Point
would pay future Gaming invoices in compliance with the writ.89 The next day, Watt responded
with a credit note for Gaming’s August 2022 invoice, asserting, “Miomni are re-organising and
want to change the Southpoint [sic] contract to: Miomni Sports Ltd. A license from the NGCB is
being granted.”90 Hutchins responded on August 24, 2022, declining the credit from Gaming
because payment had already been issued.91
On August 29, 2022, Watt emailed Mary Jungers at South Point, advising that South
Point’s agreement with Gaming would expire on September 5, 2022, and attaching a “new
contract from Miomni Sports Limited who are offering the complete end to end retail and online

85 Id. at APEN1654.
86 Id.
87 Id. at APEN1740-1764.
88 Id. at APEN1741.
89 Sports ECF No. 34 at APEN1584.
90 Id.
91 Id.
race and sports platform.”92 On September 15, 2022, South Point signed a Managed Service
Agreement (Sports-South Point Agreement) with Sports.93 The agreement was effective
September 6, 2022.94 Under that one-year contract, South Point licensed Sports’s mobile race
wagering platform, and Sports agreed to configure, set up, customize and maintain the platform
for South Point, including Apple and Android applications. The monthly license fee was $4,000,
with an additional $1,500 for video streaming. The Sports-South Point Agreement specified,
“This agreement supersedes all other agreement[s].”95
3. Atlantis.
On September 9, 2022, Steve Mikkelson of Atlantis emailed Venner, following up on a
meeting he had with Venner the prior week. In his email, Mikkelson requested a timeline and
draft contract for a mobile application and a field trial for both Nevada and a related property in
Colorado.96 Venner submitted a contract to Mikkelson on September 19, 2022 “from Miomni
Sports who have the end to end platform.”97 Venner later clarified the parameters for the
proposed deal, stating it was for “mobile sports and race Nevada and mobile sports Colorado.
Basically, plugging our system into the Stadium back office and swapping out the stadium
mobile apps.”98
On October 1, 2022, Mikkelson prompted Venner for an invoice for Atlantis’s race
mobile app.99 Venner responded,100 “[a]s Miomni Sports is the entity that has the full end to end
platform it probably makes sense to wait until the new deal is agreed.”101 On October 28, 2022,

92 Sports ECF No. 35 at APEN1614.
93 Id. at APEN1621-1641.
94 Id. at APEN1624.
95 Id. at APEN1622.
96 Sports ECF No. 35 at APEN1786.
97 Id. at APEN1785.
98 Id. at APEN1783.
99 Id.
100 The email address used for this communication was mike.venner@miomni.com. As early as
October 29, 2022, Venner was included in emails at the mike.venner@miomnisports.com email
address. Sports ECF No. 37 at APEN2142-43.
101 Id.
Sharn Christopher of Miomni102 emailed Mikkelson seeking an update regarding the status of the
Sports contract.103 Mikkelson responded on November 7, 2022, asking for a full service proposal
from Sports incorporating mobile and retail operations in Nevada and Colorado.104 Christopher
responded the same day, promising a full proposal but seeking sign off on the mobile contract
with Sports: “We need to get the contract agreed with Miomni Sports as it is Miomni Sports that
is now licensed to offer the services in Nevada. NGCB therefore needs Miomni Sports to
contract with [Atlantis].” Id. When Mikkelson continued to request a full proposal prior to
signing an agreement with Sports, Christopher informed him on November 22, 2022, that “we
cannot continue to support the Race app without a contract in place with Miomni Sports…. We
are obliged under NGCB to ensure that all customers are on the Miomni Sports contracts and so
we need this agreed and in place before the end of this month. We are unable to support a
product without the correct contract in place.”105
After they spoke over the telephone, Christopher sent Mikkelson a contract with Sports
on December 9, 2022.106 In response, Mikkelson expressed confusion: “Is this a new contract for
[M]arch 17, 2023 going forward? Or is this a contract to replace what we currently have in
place? If it’s to replace and just change the contract to reflect Miomni Sports, why the increase in
fees to $4,500 per month?”107 Christopher explained: “It has to replace the existing contract as
Miomni Gaming has ceased trading and Miomni Sports is a different company.”108

102 The email address used for this communication was sharn.christopher@miomnisports.com.
Prior emails from Christopher were sent using the email address sharn.christopher@miomni.com.
See, e.g., Sports ECF No. 34 at APEN1460. Additionally, Christopher’s email signature block
listed Miomni’s head office location at Edge House, 42 Bond Street, Brighton, BNI 1RD. This is
in contrast to her prior email signature block, which listed Miomni’s head office location at 6th
Floor, Queensberry House, 106 Queens Road, Brighton, BN1 3XF, as well as an address for
Gaming at 4310 Cameron Street, Suite 13, Las Vegas, NV 89103. Id.
103 Id. at APEN1795.
104 Id. at APEN1794.
105 Id. at APEN1791.
106 Id. at APEN1788.
107 Id. at APEN1787.
108 Id.
On January 18, 2023, after Mikkelson offered to execute a one-page name change
agreement in lieu of a new contract, Christopher reiterated:

We cannot change the name only as the company is no longer in existence,
therefore the contract is terminated. Miomni Sports is a separate business and as
such has its own contracts. If we cannot get a new contract in place with Miomni
Sports, unfortunately we will have to cease the service. We cannot continue to run
the service as we now have no contract in place.109
Five days later, Christopher informed Mikkelson that the service would be terminated on January
27, 2023, if no new contract was executed. She stated, “we can no longer run the service without
a contract in place.”110 Atlantis was granted a one-week extension to finalize the contract with
Sports.111
On February 6, 2023, Sports entered into a Licensing and Managed Service Agreement
(Sports-Atlantis Agreement) with Atlantis.112 The effective date of the Sports-Atlantis
Agreement was October 1, 2022.113 Under that two-year contract, Atlantis licensed Sports’s
mobile race wagering platform, and Sports agreed to configure, set up, customize and maintain
the platform for Atlantis, including Apple and Android applications. The monthly license fee
was $4,500. The Sports-Atlantis Agreement also specified, “This agreement supersedes all other
agreement[s].”114
4. Stations.
On September 6, 2022, Watt emailed Jason McCormick at Stations, attaching a “new
contract to take you to the end of August 2023…with Miomni Sports Ltd who have all the rights
required to offer you the licensed platform.”115 Additionally, on September 20, 2022, Kerry

109 Sports ECF No. 37 at APEN2131.
110 Id. at APEN2130.
111 Id. at APEN2127-28.
112 Sports ECF No. 35 at APEN1797-1817.
113 Id. at APEN1814.
114 Id. at APEN1798.
115 Sports ECF No. 37 at APEN2096.
Venner116 emailed Jason Simbal and others at Stations, informing them that “Miomni Gaming
will no longer be the licensed entity. Miomni Sports is now the entity that owns the end-to-end
platform license for Nevada.”117 Simbal responded, “[W]hy the entity name change?” The next
day, Kerry Venner explained:

It is not a name change. Miomni Sports Ltd. is a different registered business
which has the rights for the new end to end platform (retail and online race and
sports) which we are launching in Nevada next year.

This business also has the rights to the online platform which is being approved
by [GLI]. Miomni Sports is approved by NGCB. Miomni [G]aming is an app
development business and is not a technology licensing business.118
Over a month after Watt’s first contact with Stations, McCormick requested revisions,
which Watt promptly sent.119 A week later, on October 19, 2022, Watt emailed120 McCormick
again, asking, “[c]ould I have a contact in your legal department as NGCB have requested all our
customers must be contracted by Miomni Sports as Miomni [G]aming is surrendering its
licenses.”121 On November 1, 2022, Watt emailed McCormick a letter on Gaming letterhead
addressed to Stations, which read, “Please find this letter of confirmation that MIOMNI
GAMING LIMITED has ceased trading on 1st September 2022. The NGCB have been informed
and MIOMNI GAMING LIMITED license is due to lapse.”122
Over the course of the next month, Stations continued to express to Watt various
concerns related to the contract.123 Executive Vice President and Chief Legal Officer Jeffrey
Welch inquired, “We get that we need to work with Miomni Sports and are happy to do so, but

116 Kerry Venner’s email address concluded with “miomni.com,” and his email signature block
identified him as the creative project manager for Miomni, with no specification as to Holdings,
Gaming, Sports or another Miomni entity. Exhibit 189 (under seal) at APEN2062.
117 Id.
118 Id. at APEN2061.
119 Sports ECF No. 37 at APEN2095.
120 As of October 18, 2022, Watt was using his “miomni.com” email address. Id. As early as
October 31, 2022, however, Watt communicated with Welch using an email from
“miomnisports.com.” Id. at APEN2097.
121 Id.
122 Id. at APEN2097-98 [emphasis omitted].
123 Exhibit 190 (under seal) at APEN 2066-71.
are also wondering why you started with a totally separate form of agreement. Can we just adapt
the existing agreement to continue the old deal with the new entity?”124 On November 9, 2022,
Watt responded, “The existing agreement is with Miomni Gaming which has ceased trading. The
contract we sent is with the new entity Miomni Sports. You could amend that, though it offer[s]
more services than you require, but don’t need to subscribe to them.”125 The following day, Watt
elaborated: “[J]ust to clarify, Miomni Sports Ltd. cannot sign up to another companies [sic]
contract. Miomni Sports Ltd is a different entity that offer [sic] other services and as such has its
own contracts and T&C’s, which Miomni Sports Ltd [sic] other customers are signed up to.”126
After several email exchanges, on November 28, 2022, Welch reported that Stations was
“contacted by the judgment creditor for the dissolved Miomni entity.”127 He advised that Stations
was going to make “some additional tweaks to the agreement to try to minimize the financial risk
to us from the situation.”128
The Licensing and Managed Service Agreement between Sports and Stations (Sports-
Stations Agreement) was signed by Welch on November 29, 2022, effective September 1,
2022.129 Under that one-year contract, Stations licensed Sports’s mobile race and sports
wagering platform, and Sports agreed to configure, customize and maintain the platform for
Stations, including Apple and Android applications. The monthly license fee was $57,000.130
The Sports-Stations Agreement again specified, “This agreement supersedes all other agreements
by and between Miomni and [Stations].”131

124 Id. at APEN2070.
125 Id.
126 Id.
127 Id. at APEN2067.
128 Id.
129 Exhibit 191 (under seal) at APEN2073-94.
130 Id. at APEN2090.
131 Id. at APEN2073.
J. Gaming Files for Bankruptcy in the United States.
On November 30, 2022, Gaming filed a voluntary chapter 7 bankruptcy petition in
Nevada, commencing case no. 22-14240 (Main Case). In its petition, it listed its principal place
of business as 3773 Howard Hughes Parkway, Suite 500S, Las Vegas, NV 89169.132 It also
listed www.miomni.com as its website, noting “website used by other non-filing companies
too.”133 Its estimated assets were valued between $0 to $50,000, and its liabilities estimated at
$1,000,0001 to $10 million.134 The petition was signed by Watt as manager of Gaming.135
Attached to the petition was the “Certificate of Resolutions of Miomni Gaming Limited
(Company No. 7730346),” reflecting a meeting of Gaming’s management held on November 30,
2022, at which they decided to place Gaming into a chapter 7 bankruptcy.136 The certificate was
signed by Venner and Watt as directors of Gaming, and was dated November 30, 2022.137
On January 11, 2023, Gaming filed the remainder of its case commencement documents.
The debtor listed just over $125,000 in assets, and over $9.6 million in liabilities.138 Its only two
assets were the 2020 judgment entered in its favor in its United Kingdom litigation against
EnterG, valued at $125,000, and $36.50 in a checking account.139 Gaming did not list any
intellectual property in its schedule A/B.140 SBC was listed as a general unsecured creditor
holding a disputed claim of over $6.5 million.141 In schedule G, Gaming listed its agreements
with South Point, Stations and Wynn, as well as the Holdings-Gaming License.142 All of the
agreements were described as terminated.143

132 Main Case ECF No. 1 at 1.
133 Id.
134 Id. at 3.
135 Id. at 5.
136 Id. at 6.
137 Id.
138 Sports ECF No. 27 at APEN0130.
139 Id. at APEN0131, APEN0133.
140 Id. at APEN0132-33.
141 Id. at APEN0138.
142 Id. at APEN0140-41.
143 Id.
Confusingly, in response to item 5 of the Statement of Financial Affairs addressing
“repossessions, foreclosures and returns,” Gaming listed the Holdings-Gaming License as
property that was “obtained by a creditor within 1 year before filing this case, including property
repossessed by a creditor, sold at a foreclosure sale, transferred by a deed in lieu of foreclosure,
or returned to the seller.”144 The creditor listed was Sports, not Holdings, though the property
description stated, “Termination of License Agreement dated 11/28/14 due to insolvency; MHL
was licensor and MGL was licensee….”145
K. SBC Commences Adversary Proceeding.
On December 23, 2022, SBC filed its original complaint to commence the instant
adversary case against Holdings, Sports, Miomni Limited, and Gaming.146 The complaint
asserted causes of action for intentional and constructive fraudulent transfers of the Atlantis,
South Point, Stations, and Wynn agreements with Gaming, as well as the Miomni Systems. SBC
also sought successor and alter ego liability against Sports.
Concurrently with the original complaint, SBC filed an emergency motion seeking
injunctive relief and relief from the automatic stay, asserting that Gaming’s assets – namely, its
contracts with the casinos and its alleged intellectual property – were transferred to Sports in an
effort to avoid SBC’s judgment.147 Among other things, SBC sought “[a] narrow asset freeze of
all current bank accounts, all future profits and accounts receivable obtained, and a full and
complete accounting of” all defendants.148 The emergency motion was opposed by Gaming,
which argued SBC lacked standing to bring its claims.149 Similarly, the chapter 7 trustee opposed
the injunctive relief, asserting that SBC’s alter ego claims belonged to the estate, not its
creditors.150 On January 25, 2023, the court entered its order denying SBC’s emergency motion,

144 Id. at APEN0144.
145 Id.
146 Adv. ECF No. 1.
147 Adv. ECF No. 3.
148 Id. at 18.
149 Adv. ECF No. 17.
150 Adv. ECF No. 18 at 6:27-7:2.
concluding among other things that both the fraudulent transfer and alter ego claims were
property of the estate, and SBC lacked standing to pursue them.151
L. Trustee Sells the Estate’s Claims to SBC.
The next day, on January 26, 2023, the chapter 7 trustee filed a Motion to Sell Causes of
Action Free and Clear of All Claims, Encumbrances, and Interests (Motion to Sell).152 The
trustee proposed to sell to SBC the bankruptcy estate’s interests in certain avoidance and alter
ego causes of action against Holdings, Sports, Gaming, and Limited. The Motion to Sell was
heard in Gaming’s bankruptcy case on shortened time, and was granted as unopposed on
February 8, 2023.153
M. SBC Seeks Entry of Default.
Also on February 8, 2023, SBC filed its Three-Day Notice of Intent to Take Default in
the adversary proceeding for the failure to answer or file a responsive pleading as to all
defendants except Gaming.154 Seven days later, on February 15, 2023, SBC dismissed Gaming
from the adversary.155
The next day, on February 16, 2023, Sports filed a motion to dismiss the adversary,
asserting SBC lacked standing to bring its claims (Sports Motion to Dismiss).156 On February 17,
2023, SBC renewed its emergency motion for injunctive relief, seeking consideration on
shortened time, which Sports opposed.157 The court set both the emergency motion and the
Sports Motion to Dismiss for hearing on March 29, 2023.158
On February 23, 2023, SBC filed its request for entry of default in the adversary
proceeding only as to defendants Limited and Holdings.159 The same day, Sports filed a

151 Adv. ECF No. 27 at 7:10-18.
152 Main Case ECF No. 24.
153 Main Case ECF Nos. 34, 83 (transcript).
154 Adv. ECF No. 30.
155 Adv. ECF No. 32.
156 Adv. ECF No. 34.
157 Adv. ECF Nos. 35, 40.
158 Adv. ECF Nos. 42, 66.
159 Adv. ECF No. 45.
document entitled “Miomni Sports, Ltd.’s Response to Request for Entry of Default Against
Miomni Holdings Co. and Miomni Ltd. Under Local Bankruptcy Rule 7055.”160 In the
document, Sports advised that Holdings and Limited intended to defend the action and had
advised counsel for SBC of their intent, but were waiting to see if the court granted the Sports
Motion to Dismiss.161 Sports also “advised” that Holdings and Limited would object to personal
jurisdiction and would “respond to the…Complaint…pending a determination of the Complaint
as to the appropriateness and validity of its claims.”162
The next day, on February 24, 2023, the Clerk of Court entered default against Holdings
and Limited.163 Five days later, on February 28, 2023, defendants Limited and Holdings filed
their motion to “Set Aside Defaults and Motion to Dismiss Adversary Complaint” as to Holdings
(Motion to Dismiss).164 Holdings again designated a special appearance “without consenting to
nor waiving personal jurisdiction.”165 In the Motion to Dismiss the defendants argued that SBC
lacked standing to bring the claims against Holdings, and lacked personal jurisdiction over
Holdings. Also on February 28, 2023, Holdings and Limited filed their “Motion for Stay of
Proceeding Related to Defaults,” seeking an order staying the adversary proceeding pending the
outcome of the Motion to Dismiss.166 The motion to stay was set for March 29, 2023; the Motion
to Dismiss was set for hearing on April 12, 2023.167
On July 11, 2023, the court entered its orders denying the motion to stay168 but granting
the Sports Motion to Dismiss, with leave to amend.169 Holdings’ and Limited’s Motion to
Dismiss was denied as to dismissal, but granted insofar as it requested default be vacated.170

160 Adv. ECF No. 47.
161 Id. at 2:6-9.
162 Id. at 10-13.
163 Adv. ECF No. 48.
164 Adv. ECF No. 53.
165 Adv. ECF No. 53 at 2:3-4.
166 Adv. ECF No. 55.
167 Adv. ECF Nos. 54, 65.
168 Adv. ECF No. 87.
169 Adv. ECF No. 90.
170 Adv. ECF No. 92.
SBC filed its first amended complaint on July 12, 2023.171 The first amended complaint
was met with an answer filed by Sports and Limited,172 and another motion to dismiss filed by
Holdings for lack of personal jurisdiction.173 Prior to the court’s ruling on the Holdings motion to
dismiss, SBC filed a motion to file a second amended complaint.174 The court granted Holdings’
motion to dismiss on February 5, 2024.175 SBC’s motion to file its second amended complaint
was granted on February 20, 2024.176
Meanwhile, on February 14, 2024, counsel for Sports and Limited, A.J. Kung, filed her
motion to withdraw as counsel of record.177 Describing irreconcilable differences, Kung revealed
that Sports and Limited were “unable to fulfill [their] financial obligations” and that Sports had
commenced its own liquidation proceedings in the United Kingdom.178 The motion to withdraw
was granted on March 13, 2024.179
On March 1, 2024, SBC filed its verified second amended complaint180 against Holdings,
Sports, Limited, Watt, Venner and Konstam, accompanied by six volumes of exhibits.181 When
the court issued summonses without Holdings listed as a defendant, SBC moved to add Holdings
to the summons.182 The court denied the request, requiring SBC to file a revised second amended
complaint removing Holdings as a defendant.183 Further, the court ruled that if SBC sought to
add Holdings as a defendant after its motion to dismiss had been granted, SBC needed to file a
motion to further amend its complaint.184

171 Adv. ECF No. 96.
172 Adv. ECF No. 116.
173 Adv. ECF No. 119.
174 Adv. ECF No. 156.
175 Adv. ECF No. 212.
176 Adv. ECF No. 226.
177 Adv. ECF No. 215.
178 Id. at 2-8.
179 Adv. ECF No. 265.
180 Adv. ECF No. 240.
181 Adv. ECF Nos. 241-46.
182 Adv. ECF No. 258.
183 Adv. ECF No. 274.
184 Id.
SBC filed its motion for leave to file the Third Amended Complaint (Complaint) on
March 27, 2024.185 Kung filed an opposition to the motion, acting this time as counsel for
Holdings.186 In support of Holdings’ opposition, Kung further filed five volumes of exhibits
designated as “Miomni Master Appendix.”187 Further, before the May 7, 2024 hearing on
Sports’s motion for leave to file the Complaint, on behalf of the liquidators appointed to Sports’s
United Kingdom liquidation proceeding, Kung filed a notice of Sports’s chapter 15 proceeding,
case no. 24-11963-gs.188
On May 15, 2024, the court entered its order granting SBC’s motion for leave to file its
third amended complaint.189 Two days later, SBC filed the Complaint.
The same day, on May 17, 2024, SBC filed its first motion for partial summary judgment
against Sports,190 supported by eleven volumes of exhibits.191 The court set the matter for a
status hearing, stating its concerns regarding the impact of the relief requested on Sports’s
chapter 15 proceedings.192 Thereafter, on June 7, 2024, SBC filed its motion to disqualify
Kung’s law firm from representing any party to the proceeding, including the United Kingdom
liquidators.193 The court then vacated the status conference on the initial summary judgment
motion, pending the selection of a hearing date when the parties’ counsel could appear in
person.194

185 Adv. ECF No. 279.
186 Adv. ECF No. 301.
187 Adv. ECF Nos. 307-11.
188 Adv. ECF No. 297.
189 Adv. ECF No. 344.
190 Adv. ECF No. 352.
191 Adv. ECF Nos. 354-64.
192 Adv. ECF No. 370. Subsequently, on October 15, 2024, the court entered its order in Sports’s
chapter 15 case terminating the automatic stay to allow SBC to proceed to liquidate its claims
against Sports. Sports ECF No. 86.
193 Adv. ECF No. 374.
194 Adv. ECF No. 384.
The court held its hearing on the disqualification motion and the status conference on
summary judgment on August 27, 2024. After supplemental briefing was filed by the parties, the
motion to disqualify was denied.195
On October 18, 2024, SBC filed the Motion. No opposition was filed. The court heard
oral argument on December 10, 2024, and supplemental briefing was filed later that same day.196
On receipt of the supplemental briefing, the court took this matter under advisement.
Analysis
SBC seeks entry of an order granting “partial summary judgment against Sports on its
first, second, third, fifth, sixth, and eighth claims for relief set forth in its Third Verified
Complaint.”197 The first, second, and eighth claims state causes of action for actual and
constructive fraudulent transfers under § 548(a) and Nevada state law. The third cause of action
seeks to impose successor liability on Sports as a mere continuation of Gaming. Similarly, the
fifth cause of action seeks to hold Sports liable for Gaming’s debts as its alter ego. In the sixth
cause of action, SBC seeks a declaratory judgment that the Holdings-Gaming License is not
authentic and is unenforceable. SBC’s claims are largely premised on its argument that Gaming
owns the “Miomni Systems” which were used to create the mobile gaming applications for
Wynn, Stations, South Point, and Atlantis. Because they believe the intellectual property and
computer programs belong to Gaming, SBC further reasons that the contracts with these casinos
were also property of the debtor.
Sports actively defended the claims against it in the early stages of the litigation.
However, since its insolvency proceeding in the United Kingdom and an ancillary chapter 15
proceeding in Nevada, it has not participated in the adversary proceeding or opposed the
Motion.198 While the court granted relief from the automatic stay to permit SBC to liquidate the

195 Adv. ECF No. 426.
196 Adv. ECF No. 436.
197 Adv. ECF No. 418 at 10:26-28.
198 Case No. 24-11963-gs.
Gaming estate’s claims against Sports, enforcement of any claim remains subject to the
insolvency proceedings.
I. Summary Judgment Standards.
Fed. R. Civ. P. 56, incorporated by Fed. R. Bankr. P. 7056, governs motions for
summary judgment. Under Rule 56(a), summary judgment is appropriate “if the movant shows
that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a
matter of law.”199 A fact is “material” if it may affect the outcome of the case under the pertinent
substantive law.200 “An issue is ‘genuine’ only if there is sufficient evidence for a reasonable fact
finder to find for the non-moving party.”201
Here, SBC is the plaintiff and bears the burden of proof on its claims at trial. On
summary judgment, it similarly bears an initial burden to “come forward with evidence which
would entitle it to a directed verdict if the evidence went uncontroverted at trial.”202 SBC, as the
moving party, “has the initial burden of establishing the absence of a genuine issue of fact on
each issue material to its case.”203 If the moving party carries its initial burden of production, the
non-moving party must produce sufficient evidence to demonstrate that a genuine issue of
material fact exists to defeat summary judgment.204 However, “[i]f a moving party fails to carry
its initial burden, the nonmoving party has no obligation to produce anything, even if the

199 Fed. R. Civ. P. 56(a).
200 Anderson v. Liberty Lobby, Inc., et al., 477 U.S. 242, 248 (1986) (“Only disputes over facts
that might affect the outcome of the suit under the governing law will properly preclude the entry
of summary judgment.”).
201 Far Out Productions, Inc. v. Oskar, et al., 247 F.3d 986, 992 (9th Cir. 2001) (citing
Anderson, 477 U.S. at 248-249).
202 The Litigation Trust of the Rhodes Companies, LLC v. James M. Rhodes (In re Rhodes
Companies, LLC), 2013 WL 5785291, at *2 (Bankr. D. Nev. July 1, 2013), report and
recommendation adopted, 2013 WL 7020748 (D. Nev. Dec. 27, 2013) (quoting C.A.R. Transp.
Brokerage Co. v. Darden Rests., Inc., 213 F.3d 474, 480 (9th Cir. 2000)).
203 Id.
204 Nissan Fire & Marine Ins. Co., Ltd. v. Fritz Companies, Inc., 210 F.3d 1099, 1103 (9th Cir.
2000); see also Tucson Electric Power Co. v. Pauwels Canada Inc., 651 Fed. Appx. 681, 682 (9th Cir. 2016).
nonmoving party would have the ultimate burden of proof at trial.”205 Because it is SBC’s
affirmative burden to demonstrate that there is no genuine dispute of material fact precluding
summary judgment, “‘[e]ven when faced with an unopposed motion for summary judgment,’
courts ‘cannot grant [such] a motion ... without first considering supporting evidence and
determining whether the movant has met its burden.’”206
Although Sports has not opposed the Motion, the court must examine the arguments and
evidence presented to determine whether entry of partial summary judgment is appropriate. SBC
must still demonstrate there is no genuine issue of disputed material fact on its claims to obtain
summary judgment.207 Though unopposed, it also bears repeating that the court must construe all
reasonable inferences in favor of Sports on summary judgment.208 Therefore, “all facts genuinely
in dispute” must be viewed, and all reasonable inferences must be made, “in the light most
favorable to the nonmoving party.”209
II. Summary judgment must be denied on SBC’s claims for fraudulent transfer because it
has failed to establish that Gaming transferred an interest in its property to Sports.
SBC asserts claims for actual and constructive fraudulent transfer against Sports under
§ 548(a) of the Bankruptcy Code and Nevada law. To establish a fraudulent transfer SBC must
prove that Gaming transferred an interest in its property to Sports within the applicable

205 Rhodes Companies, 2013 WL 5785291 at *2.
206 First Merchants Bank v. Johnson (In re Johnson), 662 B.R. 635, 646 (Bankr. S.D. Ohio 2024)
(quoting Byrne v. CSX Transp., Inc., 541 F. App’x 672, 675 (6th Cir. 2013)) [citing cases]; see
also Northstar Offshore Grp., LLC v. Acadiana Coating & Supply, Inc. (In re Northstar Offshore
Grp., LLC), 2024 WL 4177957, at *2 (Bankr. S.D. Tex. Sept. 12, 2024) (“Despite the fact that it
is unopposed, the Court has a duty to review the record to determine whether the [summary
judgment] motion should be granted.”); Ohai v. Delta Comm. Credit Union (In re Ohai), 2024
WL 1100025, at *2 (Bankr. N.D. Ga. Mar. 13, 2024) (“[T]he fact that an argument remains
essentially unopposed does not relieve the Court of the duty to determine whether summary
judgment is appropriate.”).
207 Fed. R. Civ. P. 56(a).
208 See Plyam v. Precision Development, LLC (In re Plyam), 530 B.R. 456, 462 (B.A.P. 9th Cir.
2015) (citing Fresno Motors, LLC v. Mercedes Benz USA, LLC, 771 F.3d 1119, 1125 (9th Cir.
2014)).
209 Joudeh v. Truppa (In re Truppa), 2017 WL 1533381, at *4 (B.A.P. 9th Cir. Apr. 27, 2017)
(citing Scott v. Harris, 550 U.S. 372, 380 (2007)); see also Plyam, 530 B.R. at 462 (citing
Fresno Motors, 771 F.3d at 1125).
reachback period with either “actual intent to hinder, delay or defraud a present or future
creditor,” or for less than reasonably equivalent value while insolvent (or one of the other
statutory requirements found in § 548(a)(1)(B)).210 The elements of fraudulent transfer under
Nevada law are effectively the same.211 The plaintiff seeking to avoid actual fraudulent transfers
under § 548(a)(1)(A) bears the burden of proving all the statutory elements by clear and
convincing evidence.212 The plaintiff asserting a constructive fraudulent transfer under
§ 548(a)(1)(B) bears the burden of proving all the statutory elements by a preponderance of the
evidence.213
Under either theory of fraudulent transfers, SBC must establish that Gaming transferred
an interest in its property to Sports prepetition. There is no fraudulent transfer absent the debtor’s
transfer of its property to a third party.214 “The term ‘transfer’ is defined by the Bankruptcy Code
to include ‘each mode, direct or indirect, absolute or conditional, voluntary or involuntary, of
disposing or parting with property or an interest in property.’”215 SBC alleges that Gaming
fraudulently transferred the following assets to Sports: the Miomni Systems; Gaming’s
employees; and Gaming’s contracts with the Nevada casinos as well as payments owed under
those contracts.216 SBC’s claims on summary judgment suffer from a lack of specificity. The
claims for actual fraudulent intent fall under the requirements of Fed. R. Civ. P. 9(b), which

210 11 U.S.C. § 548 (a)(1)(A) and (B); N.R.S. 112.180(1)(a); see also Leonard v. Coolidge, et al.
(In re Nat’l Audit Defense Network), 367 B.R. 207, 218-19 (Bankr. D. Nev. 2007).
211 Castaldi v. Schwartzer (In re Welscorp, Inc.), 2023 WL 4635886, at *6 (B.AP. 9th Cir. July
20, 2023); N.R.S. 112.180(1)(a) and (b).
212 Linco Inc. v. Beauty Memory (In re Eachpole, Inc.), 2025 WL 351823, at *121 (Bankr. D.
Nev. Jan. 24, 2025) (citing Pacific Links U.S. Holdings, Inc. v. Tianjin Dinghui Hongjun Equity
Investment Partnership (In re Pacific Links U.S. Holdings, Inc.), 644 B.R. 197, 208 (Bankr. D.
Hawai’i 2022)).
213 Eachpole, 2025 WL 351823 at *56 (quoting Rainsdon v. Garcia (In re Garcia), 465 B.R. 181,
190–91 (Bankr. D. Idaho 2011)).
214 See McCord v. Ally Financial, Inc. (In re USA United Fleet, Inc.), 559 B.R. 41, 59 (Bankr.
E.D.N.Y. 2016) (“[T]he debtor must have had an interest in the property alleged to be
fraudulently transferred.”).
215 Id. at *56.
216 Adv. ECF No. 418 at 17:5-7.
requires a plaintiff to plead the “who, what, when, where, and how” of the fraudulent
transfers.217 However, Rule 9(b) does not apply to the pleading of claims for constructive
fraudulent transfer.218
Ultimately, SBC must prove how and when Gaming fraudulently transferred the Miomni
Systems, its employees, and the casino contracts to Sports. SBC has loosely attempted to do so.
Having considered SBC’s Motion at length, the court understands that SBC argues that Gaming
owned the Miomni Systems and transferred its technology, employees, and casino contracts
sometime around or after entry of SBC’s judgment against Gaming in the Nevada state court. For
the reasons explained below, the court holds that SBC has failed to prove the absence of any
genuine dispute that: (1) Gaming owned the Miomni Systems, or held any rights in that
technology on the date of any transfer to Sports; (2) Gaming, as opposed to Holdings, transferred
any interest in the Miomni Systems or the casino contracts; and (3) Gaming transferred any
employees to Sports. Because each of these material facts remains subject to a genuine dispute,
summary judgment must be denied.
A. The Miomni Systems.
SBC primarily focuses on Gaming’s fraudulent transfer of the Miomni Systems. SBC
defines the Miomni Systems as:
The Miomni Systems, and as defined within Miomni’s contracts means and
includes the entire solution provided by or through the Debtor, including, without
limitation, middleware, back-end services, content management services, content
delivery systems, and geolocation services owned, operated by or licensed by the
Debtor. Exhibit 11 (2015 Debtor-Wynn Contract); Exhibit 13 (2016 Debtor-South
Point Contract); Exhibit 14 (2017 Debtor-Atlantis Contract); Exhibit 183 (2016
Debtor-Stations Contract).219
In short, the Miomni Systems was the technology used to create the applications Gaming
provided to the casinos under its contracts.

217 See Takiguchi v. MRI Int’l, Inc., 2015 WL 1609828, at *2 (D. Nev. Apr. 10, 2015).
218 Id. 219 Adv. ECF No. 418 at 9, n.3.
1. SBC fails to establish that Gaming owned the Miomni Systems.
SBC argues that Gaming owned the programming and all resulting applications that
comprise the Miomni Systems. It contends that Gaming fraudulently conveyed the programming
and applications to Sports.
Gaming acquired its interest in the Miomni Systems under the Holdings-Gaming License,
executed by the parties on November 18, 2014.220 In that agreement Holdings granted Gaming a
“non-exclusive, non-transferable License” to the Miomni Systems.221 The “Approved Purpose”
of the Holdings-Gaming License was described as “[s]ublicensing object code and the
modification of source code.”222 The Holdings-Gaming License was also clear that: “Any
modification of source code or object code automatically becomes the Intellectual Property of
the Licensor.”223 It further expressly provided that, “[a]ll Intellectual Property Rights over and in
respect of the Asset are owned by Licensor. The Licensee does not acquire any rights of
ownership in the Asset.”224 As discussed above, Gaming actively used and modified the
Holdings-Gaming License to operate the mobile sports betting applications it licensed to the
casinos.
Taken at face value, Gaming never owned the Miomni Systems under the Holdings-
Gaming License. Nor did Gaming own the applications it developed for the casinos. The
intellectual property, including the applications, was owned by Holdings. Rather, Gaming held a
license to use and develop the intellectual property comprising the Miomni Systems. Holdings
terminated that license as of August 31, 2022. Construing the facts in the record in favor of
Sports, Gaming held non-exclusive interests in the Miomni Systems until August 31, 2022.

220 Sports ECF No. 32 at APEN1345.
221 Id. at APEN1352. The Holdings-Gaming License defines “Asset” under Item 6 of the
attached schedule as “[t]he Miomni technology, i.e. middleware platform geo-location
technology and mobile application for sports betting.” Id. 222 Id. 223 Id. 224 Id. at APEN1347 [emphasis added].
2. The alleged transfer of the Miomni Systems to Sports.
Having established that Gaming held a non-exclusive right to use and develop the
Miomni Systems under the Holdings-Gaming License, the question becomes when did Gaming
allegedly transfer the Miomni Systems to Sports? Unfortunately, nowhere in its summary
judgment motion does SBC say when, or how, that transfer occurred. SBC’s Motion is bereft of
any discussion of how or when Gaming transferred the Miomni Systems to Sports, much less any
direct evidence of a transfer from Gaming. The only reference to the timing of the alleged
transfer is found in SBC’s Complaint. There, SBC alleged generally that Gaming transferred the
Miomni Systems “and other assets to Sports, Holdings, and/or Limited sometime after March 15,
2022.”225 This is unhelpful. The lack of any evidence of the actual transfer of the Miomni
Systems from Gaming to Sports, and the actual date of that transfer, precludes entry of summary
judgment.
Reviewing the volumes of exhibits presented, the only relevant evidence establishes that
Holdings, not Gaming, granted a non-exclusive license to use the Miomni Systems to Miomni
Media Limited, which became Sports. The Holdings-Sports License is dated December 2019.226
At the very minimum, the existence of the Holdings-Sports License creates a genuine issue as to
who transferred the Miomni Systems to Sports and when they were transferred. If accepted,
Holdings’ transfer of the Miomni Systems would preclude SBC’s claims that Gaming
fraudulently transferred the technology to Sports at some undefined point in 2022.
Even if the court were to ignore the evidence of the Holdings-Sports License, SBC still
has failed to explain how Gaming transferred the Miomni Systems to Sports. This creates
another issue of fact. Until August 31, 2022, Gaming held non-exclusive rights to use the
Miomni Systems under its Holdings-Gaming License. And the record is clear that Gaming was
using the Miomni Systems to perform under its contracts with the casinos until that date.

225 Adv. ECF No. 349 at 51, ¶ 229. SBC also alleged that the challenged transfers occurred
within two years of the bankruptcy filing. Id. at 62, ¶ 302; 73, ¶ 401.
226 Sports ECF No. 34 at APEN1353-1368.
Moreover, the evidence shows that Gaming was billing the casinos under its contracts and being
paid on those contracts, though subject to SBC’s writ of garnishment as of August and
September 2022. Prior to August 31, 2022, Gaming could have transferred its licensing rights to
Sports – though by that time Sports already held a license for the same rights. Holdings
terminated Gaming’s license to use the Miomni Systems on August 31, 2022. After that date
Gaming held no rights in the technology to transfer to Sports according to the termination notice.
SBC never directly addresses the separate licensing agreements between Holdings and
Gaming, and Holdings and Sports. Nor does it directly address Holdings’ termination of
Gaming’s license. Instead, SBC simply argues that all the actions were part of a fraudulent
scheme because Gaming stopped billing the casinos sometime after the state court judgment, and
Sports ultimately obtained contracts with the casinos that had previously contracted with
Gaming. These actions may or may not be actionable, but SBC has failed to establish the absence
of any genuine doubt that Gaming transferred the Miomni Systems to Sports at a time when it
held rights to that technology or owned it.
3. SBC’s arguments regarding ownership of the Miomni Systems.
SBC’s Motion largely assumes that Gaming owned the Miomni Systems. SBC first
discusses the Holdings-Gaming License, at page 32 of 36 of its Motion after completing its
analysis of the fraudulent transfer claims. It refers to the license as the “Debtor-Holdings
Promise.”227 Whatever SBC’s intent may have been in calling the license a “promise,” it does
not negate the inference that necessarily arises from that document and Holdings’ termination of
the license: Holdings granted Gaming a license to use property of Holdings, and Holdings
terminated that license on August 31, 2022. Given these documents, the court must construe the
facts in favor of Sports.228
SBC never refutes the nature and substance of the Holdings-Gaming License, or
Holdings’ termination of the license. Rather, it argues that the Holdings-Gaming License is an

227 Adv. ECF No. 349 at 5, ¶ 14.
228 Plyam, 530 B.R. at 462 (citing Fresno Motors, 771 F.3d at 1125).
unenforceable fraudulent contract due to lack of consideration.229 The significance of this
argument is lost on the court if Holdings owned the underlying technology at the outset of that
arrangement. SBC also argues that the parties are judicially estopped from denying Gaming’s
ownership of the Miomni Systems despite the clear language of the Holdings-Gaming License.
a. Unenforceable Contract.
SBC contends that the Holdings-Gaming License is unenforceable in an attempt to
establish Gaming’s ownership of that technology.230 Yet, Holdings entered the Holdings-Gaming
License as the owner of the technology; it granted Gaming the license to use it. Even if the court
were to accept that though Gaming used Holdings’ technology for eight years the license was
unenforceable, the technology would remain with Holdings as its original owner. SBC fails to
offer any explanation why Gaming may convert technology originally belonging to Holdings
under any theory.
Moreover, SBC asks the court to review the Holdings-Gaming License, created in 2014
under British law, and declare Gaming the owner of the Miomni Systems based on a failure of
consideration under Nevada law. Gaming and Holdings are entities registered under the laws of
the United Kingdom. Moreover, the Holdings-Gaming License also includes a choice of law
provision that the License shall be “governed in accordance with the laws of England.”231 Yet,
SBC offers no discussion, much less an analysis, of the applicable choice of law. SBC simply
applies Nevada law to a contract between two foreign entities without offering any analysis as to

229 SBC’s attempt to simply recast the Holdings-Gaming License is even more troubling as it
provides no discussion, reasoning, or authority for attempting to dismiss it merely as a
“promise.” Nor is there any recognition that the transaction involved two British entities,
suggesting that British law would control any treatment of that agreement.
230 In its eighth cause of action, SBC asks the court to declare that the Holdings-Gaming License
and the Holdings-Sports License are unenforceable under Nevada law. Adv. ECF No. 349 at 77,
¶¶ 10-11. The court notes that in the Complaint, SBC only seeks this declaratory relief as to the
Holdings-Gaming License, not the Holdings-Sports License. Id. Accordingly, the court will deny
SBC’s request in the Motion to declare the Holdings-Sports License unenforceable and will
address only the Holdings-Gaming License.
231 Sports ECF No. 33 at APEN1349, ¶ 11.1.
the applicable choice of law. This alone requires the court to reject this argument for lack of
proper development.
That said, it is apparent that SBC’s argument fails even if Nevada law is applied. SBC
makes much of the fact that Holdings did not charge a license fee to Gaming for the use of its
technology.232 SBC argues this demonstrates a lack consideration rendering the Holdings-
Gaming License unenforceable.233 Again, it is unclear why Gaming may void its contract
because Gaming ostensibly failed to provide sufficient consideration to Holdings. But the failure
to assess or to pay money does not, without more, evidence a lack of mutuality of obligation to
support a contract. “Consideration is the exchange of a promise or performance, bargained for by
the parties.”234 Here, the Holdings-Gaming License granted Gaming a license to sublicense the
object code and modify Holdings’ source code.235 While Holdings did not receive a fee for
licensing its technology to Gaming, it reaped the benefit of all modifications of the source or
object code Gaming developed. These modifications, including any applications, became
Holdings’ property under the terms of the Holdings-Gaming License, as did any increase in
value of that intellectual property.236 Even SBC acknowledges that the modifications to
Holdings’ technology were valuable. Thus, the bargained-for exchange of promises by the
parties to the Holdings-Gaming License provided sufficient consideration to render that
agreement valid and enforceable to the extent that Nevada law governs.
Additionally, an absence of mutuality of obligation at the inception of a contract can be
cured by subsequent performance.237 Holdings and Gaming each performed under the license

232 Id. at APEN1349, ¶ 13.1; APEN1352.
233 The Holdings-Sports License states that Gaming will annually pay Holdings one pound for
the use of the technology. Sports ECF No. 34 at APEN1366. Venner also admitted that Holdings
licenses its intellectual property “to other entities, usually for no fee or a nominal fee.” Adv. ECF
No. 301-1 at 3.
234 Paxson v. Live Nation Ent., Inc., 2025 WL 894634, at *8 (D. Nev. Mar. 21, 2025) (quoting
Jones v. SunTrust Mortg., Inc., 274 P.3d 762, 764 (2012) (en banc)).
235 Sports ECF No. 33 at APEN1352.
236 Id. 237 See Lakeshore Apts., Inc. v. U.S., 351 F.2d 349, 351 (9th Cir. 1965) (lack of consideration
“immaterial” where promise is fully performed); see also Kepler v. Eichline (In re Eichline),
until Holdings terminated the parties’ agreement in August 2022. SBC does not argue that
Holdings breached the terms of the Holdings-Gaming License when it terminated that
agreement. But again, even if there was a breach of contract, this would not change Holdings’
asset into a Gaming asset.
Thus, for the reasons stated, SBC has not demonstrated that the license agreement
between Holdings and Gaming was an unenforceable contract, or that the technology was ever
Gaming’s asset.
b. Judicial Estoppel.
SBC urges the court to apply judicial estoppel to bar any assertion that Holdings owned
the Miomni Systems.238 “[T]he purpose of judicial estoppel is to protect the essential integrity of
the judicial process and prevent the parties from playing ‘fast and loose’ with the courts.”239 In
addressing whether state or federal law applies where it is alleged that a federal litigant made an
inconsistent prior statement in state court litigation, the Ninth Circuit concluded:

[F]ederal law governs the application of judicial estoppel in federal court. Judicial
estoppel enables a court to protect itself from manipulation. The interested party
is thus the court in which a litigant takes a position incompatible with one the
litigant has previously taken. The tribunal in which the litigant made the first
statement could also be interested (there is no reason to think as a general
proposition that one statement is more likely than the other to be true), but it is not
in a position to do anything about its interest. Therefore, for all practical purposes,
the interests of the second court are uniquely implicated and threatened by the
taking of an incompatible position….240
The doctrine of judicial estoppel provides that “when ‘a party assumes a certain position in a
legal proceeding, and succeeds in maintaining that position, he may not thereafter, simply 2011 WL 6180059, at *5 (Bankr. W.D. Wis. Dec. 13, 2011) (“Contracts that allegedly lack
consideration may not later be argued to be invalid if the parties perform under the terms of the
contract.”).
238 SBC seeks entry of partial summary judgment against Sports only, but requests judicial
estoppel be applied against Sports, Gaming, and all individual defendants. Absent authority
indicating that granting relief against multiple defendants is appropriate in the context of a
summary judgment motion brought against a single defendant, the court will only consider the
relief requested as to Sports.
239 Freitas v. McCabe, Hamilton & Renny Co., 2019 WL 2236074, at *7 (D. Haw. May 23,
2019) (quoting New Hampshire v. Maine, 532 U.S. 742, 750 (2001)).
240 Rissetto v. Plumbers & Steamfitters Loc. 343, 94 F.3d 597, 603–04 (9th Cir. 1996).
because his interests have changed, assume a contrary position, especially if it be to the prejudice
of the party who has acquiesced in the position formerly taken by him.’”241 Importantly, “[t]he
test for judicial estoppel requires the movant to show that…the same party has taken two
positions….”242
SBC’s invocation of the judicial estoppel doctrine is, at best, ambiguous and ill
developed. It summarily concludes that Venner’s and Watt’s current statements in the adversary
proceeding – that Holdings owns the Miomni Systems – are false. Apart from the citation of two
cases, the entirety of its argument is:
These representations contradict other statements made by Defendant Venner in
other proceedings in the U.K. and Delaware. Exhibits 89-90, 95, 182. Indeed, Watt
interposed those decisions and foisted them on West Virginia gaming authorities as
he sought criminal sanctions against another party as he detailed that Debtor (not
Holdings) owned the intellectual property. Playing fast and loose with the facts is
why judicial estoppel exists. Exhibit 96. The Court should invoke the doctrine here
because Debtor prevailed in the U.K. on the claim that Debtor owned the Miomni
Systems.243
SBC does not even discuss the prior statements made by Venner and Watt, or how they
are inconsistent with Holdings’ ownership of the Miomni Systems. Instead, SBC merely cites
generally to their current declarations filed in this adversary proceeding. Venner filed a
declaration as manager of Holdings stating, “[t]he business of Holdings is solely to own and hold
intellectual property (‘IP’) in the UK, predominately [sic] consisting of software used for gaming
and retail purposes, which it then licenses out to other entities, usually for no fee or a nominal
fee.”244 He further stated that “[t]he IP was contributed to Holdings when Holdings was
organized in 2010 and has been owned by Holdings since.”245 Watt, as “prior manager” of

241 Mojave Desert Holdings, LLC v. GemCap Lending I, LLC (In re U.S.A. Dawgs, Inc.), 831 F.
App’x 262, 265 (9th Cir. 2020) (quoting New Hampshire, 532 U.S. at 749).
242 Sneath v. GMAC Mortg., 2010 WL 3860655, at *2–3 (D. Nev. Sept. 27, 2010) [emphasis
added].
243 Adv. ECF No. 418 at 33:24-34:2.
244 Adv. ECF No. 301-1 at 3, ¶ 11.
245 Id. at 4, ¶ 15.
Gaming, has also filed a declaration stating, “Debtor never owned the IP, it was only a licensee
authorized to utilize the IP….”246
SBC points generally to five exhibits as evidence that Venner’s and Watt’s current
statements are inconsistent with prior statements. But again, SBC never identifies the specific
prior statement(s) at issue. Three of these exhibits are documents from the court in the United
Kingdom entered in Gaming’s lawsuit against EnterG.247 As discussed above, Gaming entered
into a Platform and Source Option Agreement with EnterG on November 1, 2017, to create a
“Miomni Branded Platform” to transact sports betting to be developed using both of their
technologies as a “combined solution.248 Gaming ultimately sued EnterG in the United Kingdom
to determine the parties’ rights to the Miomni Branded Platform under the November 1, 2017
agreement between the parties. On May 29, 2019, the court entered an injunction against EnterG
requiring it to provide information to deactivate the kill switches it inserted within the Miomni
Branded Platform.249 The United Kingdom subsequently entered its transcript of proceedings and
judgment on January 24, 2020, finding that EnterG did not terminate its agreement with Gaming,
and that Gaming had exercised its option to acquire the Miomni Branded Platform.250
SBC directs the court to the injunction (Exhibit 182),251 the judgment (Exhibit 89),252 and
the subsequent order (Exhibit 90)253 entered in the EnterG litigation in support of its argument
that Venner made statements that contradict Holdings’ ownership of the Miomni Systems. Yet,
these documents do not reference any statements regarding ownership of the Miomni Systems,
and SBC fails to direct the court to any such statements. Rather, the documents detail Gaming’s
efforts to establish its rights to the Miomni Branded Platform created with, and which used

246 Adv. ECF No. 301-2.
247 Sports ECF No. 33 at APEN1153.
248 Id. at 1153-1165; APEN1307.
249 Sports ECF No. 36 at APEN2003-09.
250 Sports ECF No. 33 at APEN1306-14.
251 Sports ECF No. 36 at APEN2003-09.
252 Sports ECF No. 33 at APEN1306-14.
253 Id. at APEN1315-17.
technology from, EnterG. The EnterG Agreement and these exhibits show that Gaming
contributed the Miomni Systems to the “combined solution,” which became the Miomni Branded
Platform under that agreement. Nothing in these documents suggests that any party disputed
Gaming’s right to sublicense, use, or modify the Miomni Systems under the Holdings-Gaming
License. Nor is there any indication that Holdings’ ownership of the Miomni Systems was ever
raised or contested.
SBC also generically cites to Exhibit 95 in support of its judicial estoppel argument. This
exhibit is Venner’s declaration filed in the resulting Delaware litigation with DNG in the
aftermath of the EnterG dispute. Again, SBC does not specifically identify the statements it
believes contradict Holdings’ ownership of the Miomni Systems. The court suspects that it is
referring to Venner’s statement that Gaming “has spent over a decade and millions of dollars
developing its source code used in the Platform licensed to BetLucky…” and “licenses products
derived from this source code to gaming companies worldwide….”254 But this is not inconsistent
with Holdings’ ownership of the technology. SBC continues to ignore the difference between a
license to use technology and ownership of that technology. The Holdings-Gaming License
specifically provided Gaming the right to sublicense the object code and modify Holdings’
source code.255 Given Gaming’s rights under the Holdings-Gaming License, there is nothing
inconsistent with Venner’s statement in the DNG declaration. Moreover, SBC never develops
why this statement is inconsistent with Holdings’ ownership of the Miomni Systems, why the
ownership was an issue, or how Gaming prevailed on the issue of ownership of the Miomni
Systems.256

254 Id. at APEN1335.
255 Id. at APEN1352.
256 Moreover, to the extent judicial estoppel extends only to positions taken by the same party in
the course of litigation, Venner’s statements in the Delaware litigation were made in his capacity
as representative of Gaming, not Sports. His statements made in this litigation were in his
capacity as representative of Holdings. Thus, even if his statements were contradictory, they
were not made by the same party, nor were they made by the party which is the subject of the
Motion. Sneath, 2010 WL 3860655, at *2–3.
Finally, SBC cites to Exhibit 96, an email from Watt to John Myers, a representative of
the West Virginia Lottery, dated March 25, 2020. Watt’s email advised Myers of Gaming’s
victory in its litigation against EnterG in the United Kingdom roughly two months earlier. The
court assumes that SBC has cited Exhibit 96 for Watt’s statement, “This leaves no doubt that
Miomni Gaming had all the rights in the Software…”257 Yet, SBC’s reference to Exhibit 96 is no
more helpful than the other exhibits as there is no dispute, or contradiction created, that Gaming
had rights in the Miomni Systems at that time. This statement, like the other exhibits, does not
address the ownership of the Miomni Systems. Indeed, it appears directed to the resulting
software developed between Gaming and EnterG, and Gaming’s acquisition of ownership of that
software. SBC’s judicial estoppel argument falls far short of establishing the requisite
inconsistent statements, or contradictory success achieved, by Gaming in prior litigation.
In summary, SBC’s failure to address Holdings’ ownership of the Miomni Systems under
the separate licenses to Gaming and Sports is inexplicable and fatal to its fraudulent transfer
claims. SBC has given the court no reason to ignore the Holdings-Gaming License and the
subsequent termination of that license within the context of its fraudulent transfer claims.
Moreover, the record demonstrates that Holdings, not Gaming, provided the license of the
Miomni Systems to Sports. These documents establish that Holdings owned the Miomni
Systems, including all modifications made by Gaming. Certainly for purposes of summary
judgment SBC has failed to establish the absence of any genuine dispute that Gaming actually
transferred a license to Sports to use the Miomni Systems while it had the ownership or rights to
that technology. For these reasons, the court shall deny SBC’s motion for summary judgment
that Gaming actually or constructively fraudulently transferred the Miomni Systems to Sports
under § 548(a) or Nevada law.

257 Id. at APEN1343.
B. Employees.
SBC makes several references that Gaming fraudulently transferred its employees to
Sports. It does not, however, develop any specific argument in support of a claim for the
fraudulent transfer of the employees themselves to Sports. Rather, SBC notes in its discussion of
the badges of fraud that Gaming’s employees ended up working for Sports.258 Again, the lack of
specificity as to any claim of fraudulent conveyance of the employees would subject SBC’s
arguments to dismissal for the failure to show how and when Gaming transferred its employees
to Sports. SBC fairs no better on summary judgment.
SBC has further provided no analysis reflecting that a debtor’s employees are “property”
in which a debtor holds an “interest” for purposes of a fraudulent transfer claim. SBC merely
posits that there was a transfer by Gaming of its employees to Sports because several employees
that had worked for Gaming began working for Sports. This apparently occurred sometime while
Gaming was terminating its operations. The court is aware of no authority that employees can be
“transferred.” Whatever claim the bankruptcy estate may have for Gaming’s employees moving
to Sports, the court holds that it is not for fraudulent transfer.259
C. Casino Contracts.
SBC also argues that Gaming fraudulently transferred existing contracts with the Nevada
casinos to Sports for no consideration sometime in the latter half of 2022. As of the entry of the
state court judgment in favor of SBC, Gaming had contracts to provide mobile betting
applications to the Wynn, South Point, Stations, and Atlantis casinos. Each casino was served a

258 Adv. ECF No. 418 at 15.
259 See generally, DBA Distribution Servs., Inc. v. MSL Prods., LLC, 2010 WL 11591632, at *3
(S.D.N.Y. Sept. 3, 2010) (collecting cases); Geltzer v. Bloom (In re M. Silverman Laces, Inc.), 404 B.R. 345, 361 (Bankr. S.D.N.Y. 2009) (debtor had no property interest in services of
employees without agreement not to compete and had “nothing to transfer to WL when [debtor]
did not stop its former employees from working for WL.”); Orthotec, LLC v. Reo Spineline,
LLC, 438 F. Supp. 2d 1122, 1130 (C.D. Cal. 2006) (“Defendant’s mere hiring of former REO
employees, absent any allegations or evidence of an assignment of contract, is not considered a
transfer or acquisition of REO’s assets.”) [footnote omitted]; Atchison, Topeka and Santa Fe Ry.
Co. v. Brown & Bryant, Inc., 159 F.3d 358, 365 (9th Cir. 1997).
writ of garnishment sometime in August or September 2022, as SBC attempted to collect its
judgment from Gaming’s income on those casino contracts. Three of the four casinos responded
to Gaming in some fashion saying they would honor the writ of garnishment and pay Gaming’s
outstanding invoices to the sheriff’s department. In response, Venner and Watt contacted the
casinos advising them that Gaming ceased operations in September 2022. Venner and Watt also
advised that Sports would be taking over the casino contracts. Though there is some evidence
that Venner and Watt offered to send future invoices through Sports, none of the casinos blindly
changed the name on their existing contracts from Gaming to Sports. Instead, the casinos
ultimately entered into new contracts with Sports for the same mobile sports betting applications,
mostly after Gaming’s contracts expired.
Venner largely handled the negotiations with the casinos. Again, there is no direct
evidence that Gaming actually transferred any existing casino contract to Sports. However,
between September 2022 and February 2023, Venner and Watt negotiated and executed new
contracts for Sports to provide the same mobile betting technology and application that Gaming
had previously provided.
1. Wynn.
Wynn’s contract with Gaming was scheduled to expire in December 2021, prior to entry
of the SBC judgment. Beginning in November 2021, Gaming attempted to enter into a third
amendment of its agreement with Wynn and sent several draft contracts for their consideration.
An email string between Venner and Charlie Stone with Wynn shows that on December 13,
2021, Venner forwarded another version of the proposed amendment, but stated for the first time
that the “group companies” were “reorganizing” and that Sports would be providing the mobile
betting applications.260 The record also includes a version of the third amendment titled Third
Amendment and Assumption and Assignment Agreement.261 Unlike the other versions of the
third amendment, this version included Sports as a signatory and provided:

260 Sports ECF No. 34 at APEN 1469-70.
261 Id. at APEN1481-82.
WHEREAS, Miomni Gaming desires to assign all of its rights, title, duties,
obligations, and interest under the Agreement to Miomni Sports, and Miomni
Sports is willing to accept and assume all of Miomni Gaming’s rights, title, duties,
obligations, and interest under the Agreement, pursuant to the terms and
conditions set forth herein; and
WHEREAS, pursuant to Section 14.S the Agreement, Miomni Gaming may not
assign the Agreement without the prior consent of Wynn.262
Watt signed this document on behalf of Gaming and Sports. Stone replied that Sports
would have to go through Wynn’s vendor protocol.263
Wynn never signed the version of the amendment that included an assignment to Sports.
In fact, the parties failed to reach any agreement until roughly a year later when Wynn signed a
new Licensing and Managed Service Agreement with Sports effective December 1, 2022.264
However, on September 8, 2022, Watt again notified Wynn that “[t]he group have re-organised
and we are trading through Miomni Sports Ltd.”265 During this same email exchange, Watt
further informed Wynn that Gaming had ceased “trading” while it appealed SBC’s judgment and
attempted to convince Wynn that its existing contract was with Sports.266 This effort was also
unsuccessful, however, as Wynn recognized its prior contract had been with Gaming and advised
that it would pay the invoice to the sheriff under SBC’s writ of garnishment.
The above establishes that Gaming may have sought to transfer its contract with Wynn to
Sports in late 2021, but it never did so. Rather, after Gaming’s contract with Wynn expired
Sports entered into a new contract to provide similar, if not the same, services to Wynn. SBC has
not identified any transfer of the expired contract between Gaming and Wynn. As the record
does not show that Gaming transferred Wynn’s contract to Sports, SBC has failed to establish a
fraudulent transfer of the Wynn contract.

262 Id. at APEN1481.
263 Id. at APEN1469.
264 Sports ECF No. 35 at APEN1740-1764. Although the document is marked “confidential,” it
was not among the documents filed by SBC under seal.
265 Id. at APEN1658.
266 Id. at APEN1656.
In support of its argument, SBC also cites to three Sports invoices addressed to Wynn
filed under seal at Exhibits 158-160.267 The invoices at Exhibits 158-160 are all dated June 12,
2022, nearly six months before the Sports-Wynn Agreement was signed. Those invoices are for
“Platform Licensing” for the months of October, November, and December – no year is
provided. Again, SBC assumes that these invoices are actually for October through December,
2022. Yet, SBC does not address the inconsistencies in the invoices: how Sports could issue
invoices in June 2022 when it was not yet under contract with Wynn or how there is no genuine
dispute for purposes of summary judgment that the invoices are for October, November, and
December of 2022, since no year is stated on the invoices. And, assuming the invoices are for
2022, the question remains - what right to payment from Wynn did Gaming allegedly hold in
October, November, and December of that year, after its license to use the Miomni Systems was
terminated in August 2022?
Most importantly, SBC has not provided any evidence that Gaming actually transferred
any existing right to payment from Wynn to Sports.268 Again, SBC has failed to establish a
transfer of the debtor’s interest in property.
2. South Point.
Watt also attempted to persuade South Point to transfer the Gaming-South Point
Agreement to Sports.269 As with Wynn, South Point declined and stated it would pay the
amounts due to Gaming pursuant to the writ of garnishment. However, South Point’s contract
with Gaming was set to expire at roughly the same time - September 5, 2022. Ten days after

267 Exhibits 158-160 at APEN1766-1768 (under seal).
268 In the email string cited by SBC, Aldrian of Wynn confirmed, after a call with Watt and
Venner, that “[Wynn] should continue to pay under the prior arrangement with Miomni Gaming
until a new agreement is signed. To that end, you also agreed that until [Wynn] signs a new
agreement with Miomni Sports, [Wynn] can pay amounts due to Miomni Gaming under the prior
agreement to the Sheriff, in compliance with the Writ.” Sports ECF No. 35 at APEN1654. This
evidence demonstrates that Wynn paid Clark County, not Sports. But see Exhibit 161 (under
seal), APEN1769-73 (December 2022 Wynn emails referencing the holding of payments to
Sports).
269 Sports ECF No. 34 at APEN1584.
Gaming’s contract expired South Point entered into a new contract with Sports, effective as of
September 6, 2022.270 As with Wynn, there is no evidence that Gaming transferred its contract
with South Point to Sports. Rather, the evidence shows that South Point entered into a new
contract with Sports after the expiration of its contract with Gaming. There being no transfer of
an existing contract, SBC has failed to establish a fraudulent transfer relating to the expired
South Point contract.
3. Atlantis.
The opposite occurred with the Gaming-Atlantis Agreement. Gaming’s current contract
at that time with Atlantis did not expire until March 2023. Nonetheless, by early September
2022, Venner had started efforts to convince Atlantis to sign a new contract with Sports for its
mobile sports betting application though the contract with Gaming had yet to expire. At that time
Atlantis sought additional mobile betting services that it insisted be included in any new contract.
The parties proceeded to negotiate. The evidence shows that the Atlantis representatives
requested on multiple occasions that Sports simply modify the existing contract with Gaming, in
lieu of requiring a new contract with Sports.271 Instead, Sports declined, reiterating that a new
contract with Sports was required.272
On February 6, 2023, Atlantis signed a new agreement with Sports to use its mobile race
wagering platform. SBC has failed to establish that Gaming ever transferred its contract with
Atlantis to Sports.
4. Stations.
Also in early September 2022, Watt contacted Stations introducing Sports as the new
entity to operate the mobile betting applications.273 Later, Watt advised Stations that Gaming had
ceased operating as of September 1, 2022.274 Kerry Venner further advised Stations that Sports

270 Sports ECF No. 35 at APEN1614; APEN1621-1641.
271 Id. at APEN 1787-94.
272 Sports ECF No. 37 at APEN2127-31.
273 Id. at APEN2096.
274 Id. at APEN2097-98.
was a new entity, and not simply Gaming operating under new name.275 As with Atlantis,
Stations’ representatives similarly asked if Stations’ existing contract with Gaming could be
modified to simply replace Gaming with Sports.276 Watt assured Stations that Sports could not
“sign up to” Gaming’s contract but instead needed its own new contract.277
On November 29, 2022, Stations signed its contract with Sports, made effective as of
September 1, 2022.278 SBC has failed to establish that Gaming ever transferred its contract with
Stations to Sports.

1. Casino payments after expiration of Gaming’s contracts and the new contracts with Sports. SBC also alleges that the casinos wrongfully paid Sports for services during the varying periods after the casino contracts with Gaming expired or otherwise ended and the new contracts with Sports were signed. SBC contends that Wynn withheld the payments for September through November 2022 when there was no written effective contract with either Gaming or Sports. The period in which there was no effective written contract with South Point only ran between September 6-27, 2022. Stations had no effective contract between September 2022 until late November 2022.279 Atlantis continued to utilize the mobile sports betting application for the longest period without a written contract, between September 2022 and February 2023.280 But once again, these allegations do not support a conclusion that Gaming transferred any property to Sports. SBC assumes that Gaming was due all revenue for the casinos’ use of the Miomni Systems prior to their entry into contracts with Sports. Yet, Holdings terminated Gaming’s license to use the Miomni Systems as of August 31, 2022. Though SBC strongly disputes Sports’s license to use the Miomni Systems, it was Sports that held the license after Holdings

275 Exhibit 189 (under seal) at APEN2061.
276 Exhibit 190 (under seal) at APEN2070.
277 Id.
278 Exhibit 191 (under seal) at APEN2072-94.
279 Exhibit 190 (under seal) at APEN2066.
280 Sports ECF No. 35 at APEN1819.
terminated Gaming’s license to use the Miomni Systems, including the mobile sports betting
applications. The validity of that termination and any causes of action relating to the Holdings-
Gaming License are not before the court.
For these reasons, the court must deny summary judgment on counts one, two and eight
of the Complaint for SBC’s failure to prove that Gaming transferred any interest in property to
Sports. Accordingly, the court will not address the remaining factors under the 11 U.S.C. §
548 (a)(1) and N.R.S. 112.180(1)(a) analyses.
III. Successor Liability.
SBC also states a claim to impose successor liability on Sports for Gaming’s debts. The
bankruptcy court looks to state law to determine questions of successor liability.281 Nevada’s
default rule is that “acquirors of assets have no successor liability.”282 Accordingly, a litigant
seeking to impose successor liability must prove by a preponderance of the evidence that “‘one
of the following four exceptions applies: (1) [t]he purchasing corporation expressly or impliedly
agrees to assume the liability; (2) [t]he transaction amounts to a ‘de-facto’ consolidation or
merger; (3) [t]he purchasing corporation is merely a continuation of the selling corporation; or
(4) [t]he transaction was fraudulently entered into in order to escape liability.’”283 Sports argues
that all but the first exception are met here.
As to the fourth exception, a fraudulent transaction to escape liability, SBC only referred
the court in its Motion to its arguments in support of fraudulent transfer. Accordingly, for the

281 Eachpole, 2025 WL 351823 at *128. As to its successor liability and alter ego claims, SBC
blindly assumes that Nevada law governs the relationship between Gaming and Sports, both of
which are British entities. Certainly, a federal court applies the conflict of laws rules of the state
in which it sits. Klaxon Co. v. Stentor Electric Mfg. Co., 313 U.S. 487, 496 (1941). So, Nevada
law does govern the initial choice of law question. However, “many jurisdictions addressing
choice of law issues related to veil-piercing claims against foreign entities apply the law of the
state of incorporation.” Renneger v. Aquawood, LLC, 2022 WL 20854492, *19 (S.D. Iowa Mar.
29, 2022). Here, that would be the United Kingdom. The Motion fails to discuss the choice of
law question or British law on piercing the corporate veil or successor liability. The court need
not resolve the choice of law question at this point, however, as it appears that SBC is not
entitled to summary judgment on either claim if Nevada law applies.
282 Id. at *129.
283 Id. (quoting Pac. Cheese Co. v. Advanced Coil Tech., LLC, 2015 WL 7568582, at *3 (D. Nev.
Nov. 24, 2015)).
same reasons set forth above, SBC’s arguments fail under a successor liability cause of action as
well.
The absence of any identifiable transfer of property between Gaming and Sports is also
fatal to the second successor liability exception. Under the de facto merger exception, successor
liability “applies when the successor corporation has essentially merged with the seller
corporation, even though there was no actual merger.”284 “In Nevada, ‘[t]o determine whether
there has been a de facto merger, courts apply a four-factor test and consider: (1) whether there is
a continuation of the enterprise, (2) whether there is a continuity of shareholders, (3) whether the
seller corporation ceased its ordinary business operations, and (4) whether the purchasing
corporation assumed the seller’s obligations.’”285
The sole case relied upon by SBC for its de facto merger argument reveals a fundamental
assumption in the analysis: some transfer of property occurred between the parties at issue.286 In
its discussion of the factors examined in a de facto merger analysis, the Village Builders court
observed that giving the factors equal weight “properly balances the successor corporation’s
rights to be free from liabilities incurred by its predecessor, with the important interest involved
in ensuring that ongoing businesses are not able to avoid liability by transferring their assets to
another corporation that continues to operate profitably as virtually the same entity.”287 But, as
discussed above, there was no transfer of property between Gaming and Sports. Here, each of
Gaming and Sports entered into its own license agreement with Holdings for use of Holdings’
technology. Sports cannot be Gaming’s successor because it received no property from Gaming
in a sale or other transfer.

284 Id. [emphasis added].
285 Id. (quoting Pac. Cheese, 2015 WL 7568582 at *3) [emphases added].
286 Vill. Builders 96, L.P. v. U.S. Lab’ys, Inc., 112 P.3d 1082, 1087 (Nev. 2005) (“The de facto
merger exception permits courts to hold the purchaser of a business’s assets liable for the seller
corporation’s conduct when the parties have essentially achieved the result of a merger although
they do not meet the statutory requirements for a de jure merger.”).
287 Id. at 1088 [emphasis added].
SBC’s third successor liability argument is similarly unpersuasive. In Nevada, “a plaintiff
must meet the following two requirements to justify bringing a sale of assets within the purview
of the mere continuation exception to the general rule: (1) only one corporation remains after the
transfer of assets; and (2) there is an identity of stock, stockholders, and directors between the
two corporations.”288 Again, the case cited by SBC in support of its argument requires a transfer
of assets to satisfy the mere continuation exception.289 Again, there was no transfer of assets
between Sports and Gaming. On summary judgment, SBC’s successor liability claim must fail
for the same reason its fraudulent transfer claims fail.
IV. Alter Ego.
SBC also seeks to hold Sports liable for Gaming’s debts as Gaming’s alter ego. Under
Nevada law,290 a plaintiff asserting a cause of action for alter ego “must show that the subsidiary
corporation ‘is so organized and controlled, and its affairs are so conducted that it is, in fact, a
mere instrumentality or adjunct of [the parent corporation].’”291 Moreover, in Nevada, “the alter
ego doctrine can be a separate cause of action when the claim is filed as a means for a judgment
creditor to pursue the execution of a prior judgment.”292 Though SBC holds a prior judgment
against Gaming, it is proceeding in this litigation on the estate’s claims it acquired, not its claims
as a judgment creditor.293 Nevada courts have declined to recognize an independent cause of

288 Id. at 1090-91 (citing U.S. v. Carolina Transformer Co., 978 F.2d 832, 838 (4th Cir. 1992)).
289 Id. 290 See footnote 282, supra.
291 Parker v. Titan Mining (US) Corp. (In re Star Mountain Res., Inc.), 2022 WL 2294175, at
*12 (Bankr. D. Ariz. June 22, 2022), reconsideration denied sub nom. Star Mountain Plan Tr. v.
Titan Mining (US) Corp., 2023 WL 2355916 (D. Ariz. Feb. 3, 2023) (quoting Bonanza Hotel
Gift Shop, Inc. v. Bonanza No. 2, 596 P.2d 227, 229 (Nev. 1979)); see also Ene v. Graham, 546
P.3d 1232, 1236 (Nev. 2024) (quoting LFC Mktg. Grp., Inc. v. Loomis, 8 P.3d 841, 845 (Nev.
2000)) (“‘A]lthough corporations are generally to be treated as separate legal entities, the
equitable remedy of piercing the corporate veil may be available to a plaintiff in circumstances
where it appears that the corporation is acting as the alter ego of a controlling individual.’”).
292 Magliarditi v. TransFirst Grp., Inc., 2019 WL 5390470, at *2 (Nev. Oct. 21, 2019).
293 In its Order on Emergency Request for Temporary Restraining Order, Preliminary Injunction
and Stay Relief, the court denied SBC’s requests for relief in part because the alter ego and
fraudulent transfer causes of action are property of the estate, which only the chapter 7 trustee
has standing to pursue. Adv. ECF No. 27 at 7:14-18.
action for alter ego outside this narrow exception for judgment creditors, concluding instead that
alter ego is only a remedy.294 Therefore, in order for SBC to prevail on independent alter ego
claims against Sports under the Complaint, those claims must be accompanied by additional
viable causes of action.295 As detailed above, SBC’s causes of action for constructive and
fraudulent transfer fail for lack of an identifiable transfer of any property by the debtor. It
follows, then, that SBC’s request for summary judgment on its alter ego claims must also fail,
since there are no claims to which the remedy can apply.
V. Adverse Inferences.
SBC closes its Motion by arguing that “an adverse inference should be issued because of
Sports’ misconduct” in the course of discovery.296 In support of its request, SBC cites Ninth
Circuit authority on adverse inferences resulting from invocation of a party’s Fifth Amendment
privilege against self-incrimination.297 That is not the circumstance before the court. More
generically, adverse inferences have been drawn as a discovery sanction based:

on the reasonable assumption that the party resisting discovery is doing so
because the information sought is unfavorable to its interest. In such a case, the
sanction merely serves as a mechanism for establishing facts that are being
improperly hidden by the party resisting discovery.298
The Eighth Circuit Court of Appeals has examined the circumstances under which courts
may draw a negative inference based on a defendant’s failure to produce documents:

294 See NewRez LLC v. Haddad, 2024 WL 3605838, at *2 (D. Nev. July 30, 2024) (dismissing
alter ego claim to the extent it was “pled as a separate claim for relief,” instead construing alter
ego “as merely a separate theory of liability for any claim to which it can apply.”).
295 Magliarditi, 2019 WL 5390470 at *3 (quoting Maxus Liquidating Trust v. YPF S.A., et al., 2019 WL 647027, at *2 (Bankr. D. Del. Feb. 15, 2019)) (“‘When coupled with allegations of
another wrong, such as a breach of fiduciary duty or a fraudulent conveyance, alter ego can
constitute an independent claim.’”).
296 Adv. ECF No. 418 at 36:3-4.
297 See Doe ex rel. Rudy-Glanzer v. Glanzer, 232 F.3d 1258, 1264-65 (9th Cir. 2000); Nat’l
Audit, 367 B.R. at 216-17.
298 Gibson v. Chrysler Corp., 261 F.3d 927, 948 (9th Cir. 2001), holding modified by Exxon
Mobil Corp. v. Allapattah Servs., Inc., 545 U.S. 546 (2005) (citing Fed. R. Civ. P. 26(g)(3),
37(b)(2)(A); Chilcutt v. United States, 4 F.3d 1313, 1324 (5th Cir. 1993)).
[I]n certain circumstances, a negative inference arises from a defendant’s failure
to produce documents shown to have been in his possession. The inference is that
the documents would have been damaging to the defendant. This adverse
inference rule is applicable when the following factors are present: (1) it appears
that the documentary evidence exists or existed; (2) the suppressing party has
possession or control of the evidence; (3) the evidence is available to the
suppressing party, but not to the party seeking production; (4) it appears that there
has been actual suppression or withholding of evidence. The unfavorable
inference resulting from refusal to produce documents is applicable when the
withholding party has been called on in the interest of the truth to produce the
documents.299
SBC argues an adverse inference is appropriate because Sports (1) produced few
documents in response to SBC’s discovery requests, and (2) did not appear for its scheduled
deposition. SBC does not elaborate in its discussion what adverse inferences the court should
draw. By combing through the Motion, the court has found two instances in which SBC suggests
an adverse inference should be taken: (1) Sports’s alleged failure to observe corporate
formalities; and (2) the employment of Gaming employees by Sports and vice versa.
As to individuals employed by both Sports and Gaming, SBC’s request for an adverse
inference follows its citation to over one dozen exhibits in evidence which purportedly support
its assertion that “Debtor and Sports employed the same key-employees [sic].”300 Nevertheless,
Sports urges the court to adopt an adverse inference in favor of SBC due to Sports’s refusal
during discovery to provide a list of its employees.301 Again, an adverse inference “serves as a
mechanism for establishing facts that are being improperly hidden by the party resisting
discovery.” Importantly, the evidence the defendant refuses to disclose must not be available to
the party seeking its production. SBC has demonstrated that not only does it have access to the
information sought, it has presented that evidence in support of its Motion. Accordingly, an
adverse inference is inappropriate on the matter of Sports’s employee list. Even more
importantly, such an adverse inference would not affect the court’s ruling on SBC’s claim that
Gaming fraudulently transferred employees to Sports.

299 Evans v. Robbins, 897 F.2d 966, 970 (8th Cir. 1990) [internal citations omitted].
300 Adv. ECF No. 418 at 15:22.
301 Id. As for Sports’s failure to observe corporate formalities, SBC asserts that Sports’s failure
to participate in discovery has prevented SBC from determining whether Sports complied with
certain sections of the Nevada state statutes governing private corporations. However, SBC
opens its discussion by stating, “There are so many examples of Defendants Venner, Watt, and
Konstam failing to observe corporate formalities on behalf of their various Miomni Entities, that
SBC only brings attention to the most glaring examples.”302 These appear to be conflicting
statements. If examples of a failure to observe corporate formalities allegedly abound, then once
again SBC has demonstrated that it has access to the information it seeks, and an adverse
inference is improper. Here also, the adverse inference requested is not material and would not
affect the court’s ruling on summary judgment as to either the successor liability or alter ego
claims.
Conclusion
SBC has gone to considerable lengths to establish a concerted effort by Venner and Watt
to end Gaming’s operations after entry of the state court judgment. Moreover, the evidence
presented shows that these efforts, utilizing Holdings and Sports, began well before the
conclusion of the state court trial. Such efforts left Gaming with no ongoing business or use of
the mobile sports betting application to service its casino clients. Yet, at the very minimum, the
record amply reflects multiple genuine disputes as to Gaming’s ownership of the Miomni
Systems and whether Gaming transferred any of its assets to Sports. For this reason, the court
must deny summary judgment on SBC’s claims for fraudulent transfer. These disputed questions
also preclude entry of summary judgment on SBC’s claim for successor liability. Moreover,
because SBC has not established Sports’s liability for any fraudulent transfer, any claim for alter
ego is premature. Finally, genuine issues of material fact exist such that the court must deny
summary judgment on SBC’s claim for declaratory relief as to the validity and enforceability of
the Holdings-Gaming License.

302 Adv. ECF No. 418 at 27:15-17.
For these reasons, the court will enter a separate order denying the Motion for Partial
Summary Judgment.

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