Hardesty v. Fenix

A. Jurisdiction, parties, and the unverified calendar

Plaintiffs Alison Hardesty (resident of Huntington Beach, CA) and Erika Heidewald (resident of Manor, TX)⁶ sued Fenix International Limited and Fenix Internet LLC on August 12, 2026. Subject-matter jurisdiction is pleaded under the Class Action Fairness Act, 28 U.S.C. § 1332(d). Personal jurisdiction is pleaded from California-directed Referral Program activity and from two Fenix decisions cited in the complaint footnotes.⁷ Doe is an unpublished Ninth Circuit memorandum, filed June 30, 2026, in a subscriber Automatic Renewal Law appeal (No. 24-7831). After Briskin v. Shopify, Inc.,⁸ the panel vacated a Northern District of California personal-jurisdiction dismissal. It held that more than 10,000 California subscriptions, about $400 million in annual California revenue, and fulfillment wherever users access content made a prima facie showing that Fenix International Limited expressly aimed at California. The panel did not decide relatedness, reasonableness, or forum non conveniens. Ninth Circuit Rule 36-3 limits citation, and the facts between that matter and the immediate matter are dissimilar.

N.Z. is already a Hagens Berman chatter-scam subscriber case in this District, No. 8:24-cv-01655, before Judge Slaughter.⁹ The April 9, 2025 order (ECF 117) refused forum non conveniens as to California residents because sending them to England would substantially diminish California’s consumer class-action policy, and granted the motion without leave as to out-of-state plaintiffs. The December 12, 2025 order (ECF 208) denied reconsideration after EpicentRx, Inc. v. Superior Court¹⁰—the jury rationale standing alone is gone, and the class-action rationale survived. That order is not a personal-jurisdiction dismissal. The May 19, 2026 order (ECF 251) found specific personal jurisdiction over both Fenix International Limited and Fenix Internet LLC, then used the Terms’ integration clause to keep extra-TOS marketing out of the contract and dismissed the extra-TOS contract theory without leave. Alternative promissory estoppel failed in a footnote when plaintiffs did not answer the argument. The complaint footnote’s personal-jurisdiction characterization is supported. The integration holding is adverse to a “lifetime” theory that treats marketing as the contract while the Terms remain the platform agreement. Paragraph 117 already walks into that argument.

B. Choice of law in a California federal diversity case

Because the claims are state-law claims in a federal court sitting under CAFA, federal procedure applies and California’s choice-of-law rules govern the substantive-law question.¹¹ Judge Baker’s concurrence in Berman traces the same forum-state path even in some federal-question settings. Here CAFA makes Klaxon the cleaner hook.

California generally respects contractual choice-of-law clauses under Nedlloyd Lines B.V.¹² and Restatement (Second) of Conflict of Laws § 187. The court first asks whether the chosen jurisdiction has a substantial relationship to the parties or the transaction, or whether some other reasonable basis exists for the choice. If so, the selection generally governs unless applying the chosen law would conflict with a fundamental policy of the state whose law otherwise would apply, and that state has a materially greater interest in the particular issue. That description is a working statement of the doctrine. England’s relationship is not difficult to establish; Fenix International Limited is an English company. California residence and California performance matter, but they do not by themselves nullify an English clause. A nonwaivable California statutory right would be a stronger § 187 override than the common-law contract, promissory-estoppel, and conversion claims actually pleaded, plus a California subclass.

C. Online formation: Nguyen, Berman, and Stover

Browsewrap. The terms are posted somewhere on the site, usually behind a hyperlink in small text. The user is never asked to check a box or click “I agree.” The theory is that using the site is enough. Courts rarely enforce this unless the user actually knew the terms were there.

Clickwrap. Before finishing signup or a purchase, the user must take a clear step that says they agree, such as checking “I agree to the Terms” or clicking a button whose label states that the click is agreement. This is the form courts enforce most readily.

Sign-in wrap. There is no separate “I agree” checkbox. A notice near the “Create Account” or “Sign In” button says that creating an account or signing in means the user agrees to the hyperlinked terms. Whether it binds depends on how conspicuous that notice is and whether the button action clearly shows assent. Some Ninth Circuit cases have enforced this layout; others have not.

Hybrid wrap (sometimes used for a mix of the last two). The notice and the action button sit together, and the page says that creating an account or buying something constitutes agreement. Oberstein treated a well-designed version of this as enforceable. It is still judged by the Berman questions: (1) was the notice reasonably conspicuous, and (2) did the user’s click unambiguously mean agreement.

Nguyen v. Barnes & Noble Inc. holds that a conspicuous hyperlink on every page, including checkout, does not put a consumer on inquiry notice of terms unless something more captures the user’s attention and secures assent. Close proximity of the hyperlink to the purchase button, without more, is insufficient. The onus is on the website owner. Courts have enforced browsewrap where the user’s actual knowledge of the terms is established.

Berman supplies the modern two-part test. Unless the operator shows actual knowledge, an online agreement is formed on inquiry notice only if the site provides reasonably conspicuous notice of the terms and the user takes some action that unambiguously manifests assent. Tiny gray text that does not look like a hyperlink, next to a large “Continue” button that does not itself say the click binds the user, fails both prongs. Clickwrap is routinely enforced; browsewrap is not.

Sign-in wrap occupies a gray zone under the California Court of Appeal decisions discussed in Judge Baker’s concurrence. Later-published Ninth Circuit decisions apply the same test and split on the screens. Oberstein enforced a hybrid wrap where bright-blue hyperlinks sat next to the action button and the notice said that creating an account or purchasing constituted agreement. Keebaugh enforced a sign-in wrap and held that both the context of the transaction and the placement of the notice count; context is not dispositive by itself. Chabolla and Godun affirmed denials of arbitration where the screens failed reasonably conspicuous notice or unambiguous assent. None of those decisions overrules Berman. They confirm that inquiry-notice law is fact-intensive. It is the fight if counsel walks back paragraph 117. It is not a license to keep § 15 and drop § 18 after alleging that Plaintiffs read the Terms.

Stover v. Experian Holdings, Inc. is the modification case. A 2014 clickwrap containing a change-of-terms clause did not bind the user to 2018 terms based on a later website visit, with no allegation of notice of the new terms. Both parties must have notice that the terms have changed and an opportunity to review the changes. Douglas v. United States District Court¹³ holds that parties have no duty to check a website periodically for silent modifications. Stover helps Plaintiffs against treating continued use after May 1, 2020 as silent assent to new referral economics if the only “notice” was posting. The complaint itself alleges a May 1, 2020 email. That email is Fenix’s notice argument. Stover does not erase the original English forum clause. Do not equate “no valid modification of accrued referral rights” with “never agreed to English courts.”

Nguyen also rejected an estoppel theory that matters here in the inverse. Barnes & Noble argued that Nguyen could not avoid arbitration because his complaint relied on the Terms of Use choice-of-law clause. The Ninth Circuit held that citing a choice-of-law provision is not a “direct benefit” that forces a non-party into the rest of an unformed contract. That holding helps only if Plaintiffs deny TOS formation and rest on extra-TOS offers. It is not a license to keep § 15 and drop § 18 after alleging that they read the Terms at account creation.

D. Foreign forum selection: Atlantic Marine, The Bremen, Richards, and Muniz

When the contractual forum is a foreign court rather than another federal district, enforcement proceeds through forum non conveniens.¹⁴ A valid forum-selection clause receives extremely substantial weight. The plaintiff’s choice of forum loses its ordinary weight. The parties’ private convenience interests generally are not considered. Only unusual public-interest circumstances ordinarily justify disregarding the agreed forum.

The Bremen v. Zapata Off-Shore Co.,¹⁵ as applied by the Ninth Circuit sitting en banc in Richards v. Lloyd’s of London,¹⁶ supplies the principal routes around an otherwise applicable clause: fraud or overreaching affecting the clause itself; enforcement that would deprive the plaintiff of a meaningful day in court; or enforcement that would contravene a sufficiently strong public policy of the forum. Richards enforced English law and English courts against United States Names¹⁷ who asserted federal securities and RICO claims, because English remedies were not so deficient as to leave no reasonable recourse. Scherk v. Alberto-Culver Co.¹⁸ supplied the international-transaction rationale. The Names flew to England and signed a two-page General Undertaking. Hardesty clicked through a consumer website. That distinction goes to adhesion and overreaching. It does not authorize treating an England/English-law combination as generic boilerplate that a California federal court will simply disregard.

This defendant has already won this motion on these facts. In Muniz v. Fenix International Ltd., a referring user alleged that she entered a binding OnlyFans Terms of Service contract, that she was promised 5 percent “(lifetime)” on all income, and that Fenix cut the program on May 1, 2020 to twelve months and a $50,000 cap. The Terms then numbered as § 17.1 selected England and Wales law and courts—the same operative language as the December 2018 § 18.1 in this record. The court applied Atlantic Marine, treated the clause as mandatory, used the plaintiff’s own allegation that she agreed to the Terms against her, cited Nguyen for the proposition that browsewrap with actual notice is enforceable, rejected personal inconvenience as a Bremen out, found English remedies adequate on an uncontested English-solicitor affidavit, and dismissed without prejudice subject to Fenix’s consent to English jurisdiction and 180-day tolling. Muniz is Eleventh Circuit procedure, not Ninth Circuit precedent. It is still the closest analog on this platform, this program, this change date, and this clause. Defense counsel will file it.

Two later Central District orders refuse English forum clauses for California consumer classes. They do not erase Muniz. In Muto v. Fenix International Ltd., the court held the English consumer forum-selection clause unenforceable as contrary to California consumer class-action public policy, then dismissed for lack of specific personal jurisdiction because an interactive website plus California subscribers was not enough. N.Z. ECF 117 later used the same class-action architecture to keep California residents here and to dismiss out-of-state plaintiffs without leave. Defense counsel will cite Muto on jurisdiction. The unpublished Doe memorandum is the plaintiff repair after Briskin. Both orders remain distinguishable if Hardesty plaintiffs are framed as commercial referrers rather than California consumers. The 2018 Terms Hardesty joined under also lack the later consumer-resident packaging analyzed in N.Z.. Heidewald, alleged to reside in Texas at filing, maps onto the N.Z. out-of-state dismissal.

The Ninth Circuit has not become more willing to ignore forum-selection clauses since Muniz. Lee v. Fisher dismissed a derivative action on forum non conveniens to enforce a Delaware Court of Chancery clause, applying Atlantic Marine and Bremen. The case is not an England case and not a consumer Terms dispute. It is recent en banc confirmation that this Circuit dismisses to honor a forum clause rather than treating forum non conveniens as a private-inconvenience contest. No published 2020 through 2026 Ninth Circuit opinion was located that refuses to send a United States plaintiff to the courts of England and Wales on an OnlyFans-style consumer Terms clause. Muto and N.Z. ECF 117 are district-court public-policy refusals for California consumer classes. They are not Circuit holdings, and they are not referral-program holdings. Richards remains the English-forum landmark.

E. Unilateral offers and Sateriale

Sateriale v. R.J. Reynolds Tobacco Co. is the complaint’s cited architecture and the correct repair path if it is used for the right instrument. Ordinary advertisements are not offers. A customer-rewards program can be an offer to enter a unilateral contract accepted by performance, where the offeror controls the number of acceptances. Mutuality of obligation does not apply to unilateral contracts. If, however, the offeror reserved an unrestricted right to terminate without notice, the contract claim may well be untenable. That last sentence is the December 2018 § 1.4 and § 1.7.1 problem. If Count I is “the Terms promised lifetime commissions,” Fenix will quote those clauses and Sateriale’s termination warning in the same brief that cites Muniz. On remand, the Central District denied summary judgment in Sateriale v. R.J. Reynolds Tobacco Co. The court treated Camel Cash certificates as an offer in clear and positive terms and held that later catalog language permitting termination without notice did not defeat formation because Reynolds waived at-will termination by announcing a wind-down date. That unpublished order is useful only for the waiver-by-wind-down point. It is not a holding that extra-TOS marketing survives an integration clause. The complaint cites it at paragraph 158 for non-revocation after performance. Use it with that limit.

F. Limitations arithmetic under California procedure

Official current text of California Code of Civil Procedure section 337 provides four years for an action upon a contract founded upon an instrument in writing. Section 339 provides two years for a contract not founded upon a writing. Section 338(c) provides three years for taking, detaining, or injuring goods or chattels. Whether those periods apply at all depends on the choice-of-law fight. If English law governs, California’s periods may not control. If California law governs a written Terms of Service, four years from a May 1, 2021 last payment would have expired on May 1, 2025, more than a year before filing. Complaint paragraph 134 already confines damages to commissions “within the applicable limitations period,” which is an implicit concession that the clock is live.

Aryeh v. Canon Business Solutions, Inc. supplies the continuous-accrual doctrine: when an obligation arises on a recurring basis, a new claim accrues each time a wrongful act occurs, and recovery is limited to the lookback. Armstrong Petroleum Corp. v. Tri-Valley Oil & Gas Co.¹⁹ is the installment analog Aryeh endorsed. Aryeh distinguished Snapp & Associates Insurance Services, Inc. v. Robertson,²⁰ where converting client accounts and then receiving later commissions did not restart the conversion clock because the misappropriation was a completed act. Rosenberg-Wohl v. State Farm Fire & Casualty Co.²¹ does not overrule Aryeh. The repair is therefore a continuing-accrual theory keyed to each unpaid monthly installment after May 1, 2021 on still-active referred accounts, not a hope that the Court will ignore the dates. That theory dies if May 1, 2020 or May 1, 2021 was a single repudiation, if the claim is treated as not founded on a writing, or if Terms § 18.2’s one-year contractual limit applies and is not prohibited. English limitation and variation were not researched.

A. The pleaded theory

Fenix operated a Referral Program under which a user with a unique link would earn 5 percent of a referred creator’s income for “LIFETIME,” paid monthly from OnlyFans’s 20 percent fee, not from the creator’s 80 percent. Heidewald joined in October 2019 and Hardesty in November 2019. They allege they read the TOS at signup, relied on the lifetime promise, and referred more than 2,200 and 4,500 creators respectively before May 1, 2020. Hardesty’s commissions are alleged to have moved from $2.18 in February 2020 (two creators) to $1,538.82 in March after YouTube promotion, then to $4,550 from more than 4,000 creators paid May 1, 2020. Heidewald is alleged to have earned more than $28,000 between December 2019 and April 2021; Hardesty nearly $47,000 between February 2020 and April 2021. On May 1, 2020, OnlyFans emailed a change: new referrals limited to twelve months and a $50,000 per-creator cap; pre-change referrals paid only through May 1, 2021. After that date, alleged payouts collapsed. Counts are breach of contract, promissory estoppel in the alternative, and conversion. The proposed nationwide class is United States participants whose unique link was used by at least one creator who joined before May 1, 2020 and generated revenue after May 1, 2021, plus a California subclass.

B. What the surviving Terms actually say

The Referral Program section was added to the Terms between the September 3, 2017 and March 23, 2018 captures. From March 29, 2018 through December 28, 2018, § 15 is stable: unique URL; same-browser signup; 5 percent of all total income; monthly; deducted from OnlyFans’s fee. The word “lifetime” does not appear in that section. The December 28, 2018 capture—which the complaint footnotes—also contains the English exclusive-forum clause and the unilateral-change clauses described above. Note: Section 1.1 contains a garbled sentence that “VM Digital is governed by the laws of the United States.” That is likely a drafting artifact.

The next surviving full-text Terms capture in the local chain is February 1, 2021. That version uses “Incentive Payment” language, recites a right to change how referral payments are calculated, and states that no change will deprive users of Incentive Payments already earned. A March 17, 2021 separate Referral Program Terms capture states the twelve-month rule, the $50,000 cap, a grandfather to 1 May 2021, and “already earned based on Fan Payments … before the changes.” Those later savings clauses are plaintiff-helpful as Fenix’s own later recognition that earned payments stand. They are not the 2019 join-window contract. October and November 2019 /terms captures are SPA shells. The help-center URL later cited in the 2021 Terms, onlyfans.com/help/3/22/90, has no pre-May 2020 Wayback hits in this cycle, and the July 24, 2020 capture is another SPA shell.

C. Marketing copy, recruiting, and attribution

In-app texts.js from June through October 2019 served “5% commission (lifetime)” and “every payment, every month … LIFETIME!” Client-visible attribution rules in the 2018 Terms and 2019 FAQ were unique URL and same-browser signup, with the operator not liable if the wrong link was used and the FAQ stating it was not possible to change a referral record.

Hardesty’s public referral code, as mirrored in third-party descriptions and in archived watch HTML, is onlyfans.com/?ref=12439767. Wayback watch pages for hUtiDHS7o6I dated May 5, June 9, June 25, and August 10, 2020, and May 17, 2021, all contain that code. The Rara Knupps interview of July 13, 2020 is live. In that transcript Hardesty explains that the 5 percent comes from OnlyFans’s 20 percent and “doesn’t take away from them,” and Rara says she signed up under Hardesty’s referral. That is typicality, Federal Trade Commission disclosure, and witness lead evidence. It is not pre-change promise proof. Heidewald OnlyFans tutorials were not located on public YouTube. WordPress biographical copy historically referred to “Erika and Frida.”

C. Unresolved tension

Complaint paragraphs 105 and 122 describe a $20 monthly payout threshold. The April 2019 FAQ that the complaint cites describes referral income rolling over below $50. That tension should be resolved from primary captures before it is tried as a class-wide fact. Complaint-cited Vice coverage of May 4, 2020 quoting Hardesty is consistent with reliance.

A. Cherry-picking the Terms is a case-weakening move

If Plaintiffs treat the December 2018 Terms as the instrument that made the referral program binding, they take § 18 with § 15. Paragraph 117 is actual-notice formation of the whole instrument. Fenix will quote paragraph 117, attach the December 2018 Terms, and move under Atlantic Marine exactly as it did in Muniz. The extra-TOS “LIFETIME” copy is the better offer because § 15 never used that word. A court that treats the Terms as the contract will not let Plaintiffs enforce the commission clause and discard the forum clause. Plead in the alternative: a unilateral extra-TOS offer accepted by referring creators; the Terms as a platform contract if they are kept; and promissory estoppel. Do not make § 15 the exclusive alleged promise.

B. Paragraph 100 cannot survive contact with § 1.4

Paragraph 100 alleges that Fenix never reserved the right to revoke Referral Program terms retroactively. The same December 2018 capture the complaint footnotes already contains immediate-effect posting, continued-use assent, and a right to modify, suspend, or terminate any portion without notice. Competent defense counsel can prove paragraph 100 incomplete from Plaintiffs’ own cited archive. Credibility loss on a core contract allegation at the first motion. Amend or, if amendment is not yet ripe, prepare the opposition theory now: those clauses may authorize prospective program changes after notice, but they do not, under Stover and Douglas, silently rewrite accrued monthly streams on already-referred accounts, and they do not convert “lifetime” marketing into an illusory bargain if the offer is the marketing rather than the Terms. Sateriale’s warning about unrestricted termination without notice must be confronted, not buried.

C. Muniz is not a curiosity. It is this case, already tried.

Muniz pleaded the binding Terms, the lifetime 5 percent, the May 2020 email change, and unpaid referral fees. The court enforced the English clause. Fenix does not need to invent a forum theory; it can reuse a brief. Private-inconvenience arguments that failed in Georgia will fail again under Atlantic Marine in California. Lee v. Fisher makes that risk sharper, not softer. Do not lead an opposition with cost, education, or travel. Lead with (1) the lifetime promise as extra-TOS unilateral offer, so that § 18 is not the contract for this dispute; (2) invalid modification of accrued streams even if the Terms apply; (3) Fenix Internet LLC as the U.S. payor that Fenix itself described under oath (not as the site operator; beware that Fenix offered the contract terms); (4) public-interest and California-consumer policy only if a nonwaivable statutory claim is added and can be validated; and (5) later 2021 consumer-resident forum language as Fenix’s own recognition that exclusive English courts were overbroad for United States consumers, without adopting the 2021 Terms as the 2019 contract.

D. Limitations and conversion

Filing is more than five years after the May 1, 2021 cutoff of the pre-change book. If the claim accrued once, in 2020 or 2021, California’s four-year written-contract period is a dismissal argument. If each unpaid month on a still-earning referred creator is a new breach under Aryeh, later months inside the lookback may be timely. Fenix will argue repudiation on May 1, 2020, or last payment on May 1, 2021, started a single clock, analogizing to Snapp. Conversion of a contractual commission stream will be attacked under Voris v. Lampert. Conversion is the wrongful exercise of dominion over personal property of another. Money can be converted only when it is a specific sum capable of identification. A plaintiff has no conversion claim merely because the defendant has a bank account and owes the plaintiff money. The California Supreme Court distinguished earmarked commissions that were pocketed from an ordinary contractual right to be paid. The label “commission” is not enough. Discovery must show, if the count is kept, identified referral balances—ledger lines or pending-payout wallets above the pleaded threshold—that Fenix Internet held and diverted. Count III is the weak count. Build the continuing-accrual record now: which referred creators remained active after May 2021, what they earned, and what would have been paid at 5 percent. Preserve payout ledgers, invoices, and bank deposits identifying Fenix Internet. Do not lead the case on conversion.

E. Typicality, disclosure, and the vanished catalog

Hardesty’s pre-change book is alleged to have exploded from two creators to more than 4,000 in a matter of weeks through YouTube. That is industrial recruiting, not a six-month drip. It is powerful reliance evidence and a typicality and manageability problem. The live channel catalog is gone. Archived watch pages still carry the referral link after the program changed. The Rara interview discusses the 5 percent as coming from OnlyFans’s fee, which is consistent with TOS § 15.2 and useful against a “you stole from creators” narrative, but it is post-change. There is a risk of a class-definition fight between referrers who never hit the cap and those who did, United States versus foreign referrers, and creators who were also referrers. Map typicality subclasses before certification briefing.

F. Fenix Internet is the payor, not the operator

On a 12(b)(2) record in the Northern District of Illinois, Fenix Internet submitted a Lee Taylor declaration that the court accepted because the plaintiffs filed no competing affidavit: FIL operates OnlyFans; Fenix Internet’s sole responsibility is payment processing; FIL is the LLC’s sole member. The court dismissed Fenix Internet because BIPA and IRPA²⁴ injuries did not arise out of payment-processing contacts. Hardesty’s theory that Fenix Internet paid California referral commissions is the claim that does arise out of that function. It is also how FIL will say it, not the LLC, is the contracting party on the Terms. Pleading that Fenix Internet ran the platform, age verification, or content review walks into Taylor. Dropping the LLC because Doe (N.D. Cal.) dropped it, or because Illinois dismissed it on a biometric claim, throws away the U.S. payor. Pull Taylor Dkt. 27-2. Preserve 1099s, payout ledgers, and bank deposits naming Fenix Internet. Secondary tax guides saying U.S. creator 1099-NEC forms issue from the LLC are consistent and are not court records. Alternative pleading can reach both entities without pretending they do the same job. Plead FIL as operator and offeror; plead Fenix Internet as the U.S. entity that moved the money, including California commissions; use those payments as the relatedness hook Illinois said BIPA lacked.

G. N.Z. and Muto do not make this a consumer Automatic Renewal Law case

Same District, same defendants, different injury. N.Z. is already this firm’s fan case in the Southern Division. It kept California fan-plaintiffs here on consumer class-action policy and dismissed Texas-equivalent plaintiffs without leave. The May 19, 2026 order then used integration to keep extra-TOS marketing out of the contract. That integration holding is in the same order the Hardesty complaint cites for personal jurisdiction. Muto is the C.D. Cal. parent of that forum holding and of the personal-jurisdiction dismissal later undercut in unpublished Doe. Counsel already have a same-firm, same-District map for Heidewald, for paragraph 117, and for how this defendant briefs English forum clauses. If Hardesty is related to N.Z., the first forum motion will be argued to a judge who has already written the consumer-clause and integration opinions. Treating N.Z. ECF 117 as a referrer win invites a clean distinction: those plaintiffs were California consumers asserting UCL and Automatic Renewal Law theories; these plaintiffs are alleged commercial referrers seeking unpaid commissions under 2018 Terms that did not use the later consumer-resident clause. Do not lead the forum opposition on N.Z. as if it decided this program. Use it to keep Hardesty if a validated California consumer policy can be shown, to prepare a Heidewald split, and to assume Slaughter-style integration if the Terms are the contract. Keep extra-TOS “LIFETIME” copy as a separate offer. Subscriber Automatic Renewal Law cases against Fenix Internet only, including Gates v. Fenix Internet LLC in the District of Delaware, are collectibility intelligence.

H. Collectibility: dividends and the apparent BVI parent

FIL’s consolidated accounts for the year ended November 30, 2024 (filed August 27, 2025) report ordinary dividends paid of $497,000,000, compared with $472,000,000 in 2023. Note 6 states that those dividends were declared in respect of shares held by a company director. After the balance-sheet date, note 32 and the directors’ report list further ordinary dividends totalling $204,000,000 between December 30, 2024 and April 30, 2025. Note 31 names L. Radvinsky as the ultimate controlling party by virtue of his majority shareholding. Group cash at November 30, 2024 is reported at $808 million, with parent-company cash of $508.9 million, significant cash balances, and no borrowings. Locate the filed accounts, which were signed by the then board, not by the directors appointed May 8, 2026. Holdings Limited is not named in those notes and could not be: it was not on FIL’s ordinary register until May 7, 2026.

The July 7, 2026 confirmation statement is the later register. Issued ordinary capital is 1,000,000 shares. As of that statement, Fenix International Holdings Limited holds all 1,000,000. LR Fenix Trust and LR Fenix Group, LLC each show 1,000,000 transferred on May 7, 2026, the day before the reported Architect Capital 16-percent-purchase announcement and the Blair, Chudnovsky, and Sagan director appointments. Because only 1,000,000 ordinary shares exist, those two transfer lines are consistent with a same-day chain, not with two simultaneous blocks. A Companies House search did not return a live UK company named Fenix International Holdings Limited. Corriere della Sera (22 July 2026) and an El Mundo reprint report that Architect’s 16 percent was taken in a BVI vehicle created for the deal and that top-level control moved from the trust to Fenix International Holdings Limited of Tortola. A commercial BVI search page lists that exact name with displayed number 688752. Identity with the confirmation-statement shareholder is probable on exact name and timing. It is not confirmed that Holdings is now the BVI parent of FIL.

A judgment against FIL still names a UK company that, as of the last filed accounts, held hundreds of millions in cash and had no debt. The May 7, 2026 hop does not make FIL judgment-proof by itself. What it does is move the residual claim on FIL’s future profits to a company that, if the press and commercial listing are right, sits in a jurisdiction whose members register and beneficial-ownership filings are not public. After that hop, ordinary dividends declared by FIL would be payable to Holdings. Combined with the already-extracted $701 million in ordinary dividends across FY2024 and the five post-year-end declarations through April 2025, the appearance is that the defendant group is upstreaming value and has parked the equity in the British Virgin Islands. Further dividends after May 7, 2026, intercompany charges, or a sale of FIL’s cash-generative business at Holdings-level leave a thinner UK operating company for a California class judgment. BVI service and execution are slower and more expensive than a UK parent. Defense counsel will correctly say that dividends to a lawful shareholder are not a fraudulent transfer on these public papers, that FIL remains the operator, and that Architect’s 16 percent is not on FIL’s ordinary register. Those points are fair, but they do not make the hop irrelevant to collectibility.

The same accounts also change the personal-jurisdiction and payor picture. Note revenue by market attributes about $909 million, 64.3 percent of $1.413 billion net platform revenue, to the United States. That is FIL’s own IFRS 15 line, not a traffic estimate. Average monthly group employees including directors were 46 (UK statutory headcount). The subsidiary note lists Fenix Internet LLC, Fenix US INC, and OF World LLC, with a Delaware service address at 501 Silverside Road, Suite 87, Wilmington. Hardesty sued FIL and Fenix Internet. Which of those three U.S. entities actually paid referral commissions remains uncertain.

The BVI parent is also not an unnamed box. The Companies House person-with-significant-control snapshot names Yekaterina Chudnovsky as the active individual PSC, notified March 20, 2026: American nationality, place of residence United States, ownership of shares 75 percent or more, ownership of voting rights 75 percent or more, and the right to appoint or remove directors. She was appointed a FIL director on May 8, 2026. James Stuart Sagan (American and usually resides in the United States) was appointed a director the same day. Press treats Chudnovsky as Radvinsky’s widow but records of a lawful marriage have not yet been located. A named U.S. controller over a likely BVI parent is worse for quiet upstreaming and better for finding someone who can be served. Obtain a paid VIRRGIN search on Fenix International Holdings Limited for registered agent, memorandum and articles, good standing, and the current directors list. Watch the accounts due August 31, 2026 for an FRS 102 ultimate-parent update. In discovery, demand dividend resolutions after May 7, 2026, the Holdings cap table, any shareholder agreement with Architect, and the banks and entities that actually hold the group cash. Send a preservation demand covering cash, dividends, intercompany transfers, and Holdings-level instruments now, without waiting for a forum motion.