Black v. Unibank

Case: 25-50986 Document: 52-1 Page: 1 Date Filed: 08/25/2026 United States Court of Appeals for the Fifth Circuit United States Court of Appeals Fifth Circuit ____________ FILED August 25, 2026 No. 25-50986 ____________ Lyle W. Cayce Clerk Securities and Exchange Commission, Plaintiff, versus Roy W. Hill; Et al., Defendant, Albert (Tre) C. Black, III, Receiver—Appellee, versus UniBank, Movant—Appellant. ______________________________ Appeal from the United States District Court for the Western District of Texas USDC No. 6:23-CV-321 ______________________________ Case: 25-50986 Document: 52-1 Page: 2 Date Filed: 08/25/2026 No. 25-50986 Before King, Smith, and Ramirez, Circuit Judges. Jerry E. Smith, Circuit Judge. UniBank provided secured loans to certain investors in a Greentech startup called Clean Energy Technology Association, Inc. (“CETA”). The SEC soon brought an enforcement action against the founder and CEO of CETA alleging that he was operating it as a Ponzi scheme and immediately moving for an equitable receivership under Albert Black (the “Receiver”). In a related court action in the State of Washington, the investors sued Uni- Bank for fraud and negligence, but UniBank won summary judgment based on no showing of duty. Meanwhile, in this action, the Receiver recom- mended that the district court equitably distribute pro rata shares of the remaining funds less the losses due to fraud. The district court adopted the Receiver’s report and recommendation (“R&R”) and issued an order (here- inafter the “Order”) denying UniBank’s objection seeking to uphold its pri- ority in distributions from the receivership estate. Finding error, we vacate the Order and remand for further proceedings. I. An equitable receivership is the mirror image of bankruptcy: Whereas bankruptcy creates a debtor estate to protect the going-concern value of a business and the debtor from collection actions, a receivership establishes a court-appointed trustee as a neutral fiduciary, in the face of fraud or insol- vency, to manage a company’s assets and operations for the recovery of the creditors. Receiverships are sometimes established in the looming shadow of bankruptcy but also come before this court in the context of the SEC’s enforcement actions against Ponzi schemes. This case addresses such a Ponzi scheme. Starting around December 2019, Texas attorney Roy Hill, the founder and CEO of CETA, began to 2 Case: 25-50986 Document: 52-1 Page: 3 Date Filed: 08/25/2026 No. 25-50986 solicit investment on the premise that he owned patented Carbon Capture Units (“CCUs”) that would distill coal and capture natural gas from gas well operations. CETA conducted a series of Regulation D private placement debt offerings giving investors the opportunity to purchase one or more CCUs and promising them a stream of payments derived from the revenue from such CCUs. CETA initially underwrote parts of its own loans before turning to the U.S. Small Business Administration (“SBA”) loan program designed to encourage lending to new and underserved small businesses. In 2021 and 2022, CETA, headquartered in Fairfield, Texas (in the Waco Division), began to shift this leverage strategy from providing match- ing loans to its own investors to taking out loans from the SBA via UniBank, a commercial bank in the State of Washington. During that period, several wealthy individuals and entities (the “Investors”) approached UniBank to take out loans of $1 to 3 million to buy interests in CETA. The Investors and UniBank worked together to take out these allegedly fraudulent loans offi- cially purporting to start small businesses, nominally buying interests in CETA’s CCUs, but in reality buying nothing but a phantom interest in a Ponzi scheme. UniBank secured its loans to the Investors against the distributions of purported profits from CETA. UniBank perfected its security interests— secured by the distributions of revenue from the nonexistent CCUs— according to UCC Article 9, nominally rendering it a secured creditor able to pursue liens against the Investors. The underlying proceeding is the fraud enforcement action brought by the SEC alleging that CETA operated as a classic Ponzi scheme, paying returns to older investors from the funds provided by new investors. On May 3, 2023, the SEC filed an emergency action against the defendants Hill, CETA itself, Eric Shelly, and Eric Shelly’s entity Freedom Impact Consult- 3 Case: 25-50986 Document: 52-1 Page: 4 Date Filed: 08/25/2026 No. 25-50986 ing, LLC, which was the vehicle conducting the private securities placements in cooperation with CETA (collectively, the “Defendants”). The SEC alleged that, beginning in December 2019, Defendants raised at least $155 million from more than 500 individuals nationwide through offerings tied to purported CCUs sold by CETA for use in oil and natural gas wells, as to which Defendants made material misrepresentations about patented technology, high‑profile customers such as ExxonMobil, and consistent 10% quarterly returns. An SEC forensic analysis of CETA bank records showed there were no revenues, but only circular flows of investor funds from which the returns to investors were actually paid. The SEC alleged that Defendants used CETA’s offerings as a “vehicle to steal inves- tors’ money.” At the outset of the grand case, the SEC moved to freeze CETA’s assets and appoint a receiver on the same day it filed its complaint. The dis- trict court granted the motion and appointed the Receiver, explaining, The appointment of a receiver in this action is necessary and appropriate for the purposes of marshaling and preserving all assets of the Defendants (‘Receivership Assets’) that: (a) are attributable to funds derived from investors of the Defendants; (b) are held in constructive trust for the Defendants; (c) were fraudulently transferred by the Defendants; and/or (d) may otherwise be includable as assets of the estates of the Defendants. The Receiver then issued quarterly reports, determining by the fourth quar- ter of 2023 that the receivership estate included approximately $66 million in cash and that CETA’s technology was neither in commercial use nor viable. Accordingly, the Receiver recommended distributing the cash. The Receiver compiled claims and, in the first quarter of 2025, reported approved claims showing $252 million invested, with an aggregate net cash loss of $142 million. 4 Case: 25-50986 Document: 52-1 Page: 5 Date Filed: 08/25/2026 No. 25-50986 The Receiver classified all investor claims into a single group, reason- ing that all representations made to investors were substantially similar and that all had contributed funds into a commingled Ponzi scheme. Rather than determine claims by priority under the dubious CETA contracts, the Re- ceiver proposed an equitable distribution by net cash losses. He spelled out his reasoning: In regard to the methodology, the Receiver could, on the one hand, determine claims according to the individual contractual rights es- tablished between CETA and the Investors and/or project entities in the documents executed by those parties. On the other hand, the Investor Claims could be adjusted equitably based upon net cash losses incurred. Whether to adjust claims based upon the contracts or based upon their underlying equitable nature depends upon whether the claims arise from a fraudulent scheme, and, to a lesser extent, whether the claims arise from a Ponzi scheme. In Ponzi schemes, the Fifth Circuit has approved the use of the net cash loss methodology to evaluate claims. This was the “Proposed Distribution Report” (citing United States v. Dur- ham, 86 F.3d 70, 73 (5th Cir. 1996) (approving a net cash loss or pro rata dis- tribution); SEC v. Forex Asset Mgmt., 242 F.3d 325, 331 (5th Cir. 2001) (same)). In UniBank’s recitation of the facts, it insists that it was not a party to the SEC’s enforcement action, but merely a lender to the Investors who bought interests in CETA. On February 27, 2025, UniBank submitted a let- ter providing “formal notice to the receiver that any distribution payments from the receivership estate to the [Investors] must be directed to UniBank,” which the Receiver construed as an objection to his motion for an interim distribution of payments to the Investors. On March 7, 2025, the district court entered an order authorizing the Receiver to liquidate CETA’s assets and effect a distribution thereof by 5 Case: 25-50986 Document: 52-1 Page: 6 Date Filed: 08/25/2026 No. 25-50986 (i) providing notices to each claimant of the approved amounts, (ii) providing them an opportunity to object, and (iii) referring any disputes to the court for determination. On June 20, 2025, the Receiver filed his Third Claims Report, distributing on a pro rata basis, given the lack of sufficient funds to pay each claim in full, and thereby impairing UniBank’s secured claim and perfected lien. Whereas UniBank reported a net loss of $13,417,914.77, it was allocated a distribution of $2,531,905.80, or about 19% of its claim. On July 10, 2025, the Receiver then issued an R&R responding to Uni- Bank’s earlier claim objection (the “Receiver Objection Report”). The Re- ceiver offered an extended explanation of the nature of the Ponzi scheme, which we find helpful to understanding CETA’s scheme, especially given the Receiver’s role as a fiduciary of all the victims and an agent of the district court. For the highlights, CETA offered investments secured by fictitious CCU units and paying out dividends from revenues associated with those units. Initially, CETA would loan the investors matching funds partly so they could leverage and receive greater tax benefits from taking deductions for the depreciation on the CCUs. Later on, many investors instead used allegedly fraudulent SBA loans procured through UniBank. SBA loans are guaranteed by the federal government, reducing the risk for a commercial bank such as UniBank. UniBank is even a preferred lender, such that its SBA loans do not have to receive advance approval. But SBA loans are not permitted for the purpose of investing in the business of another. The Receiver reported that UniBank’s employee Wan Kim (“Kim”) and others approved SBA loans used in CETA’s Ponzi scheme, as well as at least two other Ponzi schemes (a certain “ATM scheme” and another “WaterStation vending machine scheme”), which all would have been regu- latory violations of UniBank’s status as an SBA-preferred lender. The 6 Case: 25-50986 Document: 52-1 Page: 7 Date Filed: 08/25/2026 No. 25-50986 Receiver therefore recommended that UniBank’s objection be overruled and that its claim be aggregated with all other victim claims. The Receiver also pointed out that the CETA loan program, which had outside investors fund 40% of a CCU and CETA provide a matching loan for 60%, conspicuously resembles the “UniBank CO2 Pipeline Loan Pro- gram,” under which an outside investor funded a portion of the purchase price of a CCU and UniBank provided a matching SBA loan for the remainder. As CETA went down in flames, the Investors launched a parallel set of suits in the U.S. District Court for the Western District of Washington, and then in Washington state court, to reject UniBank’s secured or lien rights against them (this latter the “Washington court action”). On June 29, 2023, while the Receiver was aggregating and administering claims against CETA, the Investors initiated the first lawsuit in the Western District of Washington against UniBank, accusing it of fraudulent and negligent misrepresentation, violations of the Washington Securities Act and Washington Consumer Pro- tection Act, and a federal RICO violation. Bowman v. UniBank, No. 2:23-cv- 971-JCC (W.D. Wash.). That federal court dismissed the RICO charge and dismissed the case for otherwise lacking jurisdiction. On October 31, 2023, the Investors then refiled their claims in Wash- ington state court (hereinafter the “Washington court”). Bowman v. UniBank, No. 23-2-07972-31 (Snohomish Cnty. Sup. Ct.) (pending). Uni- Bank posits that the records of that state court proceeding show that none of the individual Investors first learned of CETA through UniBank and that they all prepared their own SBA loan application materials, despite sworn testimony stating that UniBank provided loan documents and that certain Investors relied upon UniBank to ensure that the CCU transaction qualified for SBA loan status. 7 Case: 25-50986 Document: 52-1 Page: 8 Date Filed: 08/25/2026 No. 25-50986 Following the Receiver’s Proposed Distribution Report, supra, Uni- Bank filed an objection purporting to be a limited special appearance solely for the purpose of alerting the Western District of Texas to the existence of its “perfected liens” and the parallel Washington court action. The Receiver issued his R&R in the face of that objection essentially reasoning that pro rata plans making distributions in proportion to the net losses of Ponzi scheme victims are plainly within the discretion of a district court to approve. On August 22, 2025, UniBank filed a lengthy response to the R&R on its objection, supra, protesting that the Receiver was asking the district court to void its security interests and distribute collateralized funds back to the Investors (and away from UniBank’s secured interest), thereby nullifying its lien rights. UniBank mustered evidence from the Washington court action1 to attempt to prove its good faith—alleging that the Investors were indepen- dent actors and were negligent in their participation in CETA’s Ponzi scheme. UniBank contended that it retained its perfected security interests on any distributions from the receivership estate to the Investors and that the Receiver could not void or reorder state law lien priorities, such that Uni- Bank’s secured loans entitled it directly to the Investors’ distributions, rather than through any second-order downstream action. UniBank variously added objections to the effect that the district court could not adjudicate the merits of its state law rights when it had only made a special appearance attempting to limit any consent to personal jurisdiction; that it required an adversary proceeding to adjudicate those state law liens; and that the Receiver had failed to meet his evidentiary burden. UniBank also suggested that the district court should hold its ruling in abeyance pend- ing the resolution of the Washington court action, calling upon the judicial _____________________ 1 UniBank mustered about 9,100 pages of such evidence. 8 Case: 25-50986 Document: 52-1 Page: 9 Date Filed: 08/25/2026 No. 25-50986 doctrines of abstention, full faith and credit, and comity. On August 29, 2025, the Receiver issued a reply to UniBank’s re- sponse, theorizing that UniBank was trying to obtain a prejudgment attach- ment, and arguing that the secured status of UniBank’s loans could be dis- regarded and impaired on the theory that contracts entered into in a Ponzi scheme are void. The Receiver astutely pointed out that, by asking the Wes- tern District of Texas to send the money to the Washington court, UniBank would attain the ability to pursue the Investors and get a full recovery rather than being treated pari passu with the other victims of the Ponzi scheme. (These are also the ultimate stakes of this appeal—whether UniBank gets only a pro rata distribution or, instead, gets to have the Investors’ slice of cake.) In arguments prefiguring those briefed before this court, the Receiver also asserted that there were neither abstention nor Full Faith and Credit problems where nothing in the Washington court action had resolved any question before the district court. On November 18, 2025, the district court entered the Order, over- ruling UniBank’s objections, adopting the R&R as its own opinion and order, and ordering the Receiver to effect distributions to the Investors and Uni- Bank based on pro-rata net cash losses. UniBank filed an emergency motion to stay the Order on December 1, 2025, and the district court issued such a stay on December 10, 2025. This appeal follows as collateral review of the Order overruling Uni- Bank’s objection to the Receiver’s motion to approve the distribution plan. UniBank raises jurisdiction issues, challenges the adequacy of the district court’s procedure, and questions the district court’s authority to impair its security interests and perfected liens. We vacate the Order solely for failure of the district court to satisfy the requirements of due process, given the Order’s one-paragraph adoption 9 Case: 25-50986 Document: 52-1 Page: 10 Date Filed: 08/25/2026 No. 25-50986 of the Receiver’s cursory analysis in his R&R on UniBank’s objection with- out sufficient tracing of facts and law. We express no view on the ultimate merits on remand. II. This court has jurisdiction over this appeal per the collateral-order doctrine. 2 This court reviews a district court’s orders in connection with “supervising an equity receivership” for abuse of discretion, including orders related to a distribution plan. 3 Under the abuse of discretion standard, we “review[ ] factual findings for clear error and legal conclusions de novo.” Cloud v. Bert Bell/Pete Rozelle NFL Player Ret. Plan, 162 F.4th 527, 530 (5th Cir. 2025). We will not disturb a district court’s decision if it “used its discretion in a logical way to divide the money.” Durham, 86 F.3d at 73. Indeed, a district court that is fashion- ing relief in an equity receivership has “broad powers and wide discretion.” SEC v. Basic Energy & Affiliated Res., Inc., 273 F.3d 657, 668 (6th Cir. 2001). 4 Finally, as to comity, this court reviews de novo “both the preclusive effect of a prior judgment . . . and the application of collateral estoppel,” such as the proper application of the Full Faith and Credit Clause. OneBeacon Am. Ins. _____________________ 2 SEC v. Barton, 135 F.4th 206, 224–25 (5th Cir. 2025) (stating that “a district court’s approval of a receiver’s distribution plan [i]s within the collateral-order doctrine,” and the court has jurisdiction to review orders “related to sales or distributions under the collateral-order doctrine” (emphasis added)), cert. denied, 146 S. Ct. 1851 (2026). 3 SEC v. Stanford Int’l Bank, Ltd., 927 F.3d 830, 839 (5th Cir. 2019); Forex, 242 F.3d at 331. 4 See generally Fed. R. Civ. P. 66 (explaining that “the practice in administering an estate by a receiver or a similar court-appointed officer must accord with the historical practice in federal courts or with a local rule”); Fed. R. Civ. P. 66 advisory committee’s notes to 1946 amendment (“Rule 66 is applicable to what is commonly known as a federal ‘chancery’ or ‘equity’ receiver, or similar type of court officer.”). 10 Case: 25-50986 Document: 52-1 Page: 11 Date Filed: 08/25/2026 No. 25-50986 Co. v. Barnett, 761 F. App’x 396, 399–400 (5th Cir. 2019). III. UniBank raises a flurry of issues, which the Receiver recharacterizes. As UniBank would frame them, they are as follows: (1) Whether the district court’s one-paragraph order adopting the Receiver Objection Report frustrates appellate review and requires vacatur and remand. (2) Whether a federal receivership court may override a non-party creditor’s secured interest to effect a pro-rata distribution to the creditor’s borrowers, where the creditor lent to those investors directly. (3) Whether the district court’s relief violated due process, whether through a failure by the Receiver to carry his evidentiary burden—including as to UniBank’s participation in the Ponzi scheme or the SBA loan requirements—or through the district court’s failure to provide sufficient procedure to adjudicate the liens’ validity or priority. (4) Whether the district court’s order violated any of (i) personal jurisdiction law; (ii) the abstention doctrine; or (iii) the Full Faith and Credit Clause. The Receiver breaks down some of the bigger issues, multiplying them to (1) Whether the district court’s decision is clear enough to allow for review. (2) Whether the district court was required to transfer the money to the Washington court. (3+4) Whether the district court afforded UniBank due process, including by declining to follow the federal Bankruptcy Rules. 11 Case: 25-50986 Document: 52-1 Page: 12 Date Filed: 08/25/2026 No. 25-50986 (5+6+7) Whether the district court violated any of (i) personal juris- diction law; (ii) the abstention doctrine; (iii) Full Faith and Credit as to the Washington court’s decision that UniBank owed no duty of care to the Investors. 5 (8) Whether the district court was required to determine whether UniBank defrauded the Investors in order to decide upon a pro rata distribution. (9) Whether the district court could consider the fact that UniBank was making allegedly fraudulent SBA loans in determining whether it was a victim of the Ponzi scheme. * * * * * We start with the preliminary jurisdictional issues and then get to the due process question. Regarding the frustration of or basis for appellate review, the district court’s adoption of the R&R is so obvious as to be disposed of in one sen- tence: It is standard practice for district courts to adopt the reports of mag- istrate judges, which also applies to receivers. 6 _____________________ 5 In supplemental letter briefing, UniBank has shown that the Washington court granted the investor-plaintiffs’ motion for summary judgment on UniBank’s counterclaim for breach of contract because of the district court’s order in this case. 6 E.g., Janvey v. Dillon Gage, Inc., 856 F.3d 377, 387 (5th Cir. 2017) (citing United States v. Fritz, No. SA-12-C-550-FB (HJB), 2014 WL 12540471, at *4 (W.D. Tex. Jan. 7, 2014), report and recommendation adopted, 2014 WL 12537176 (W.D. Tex. Feb. 24, 2014), aff’d, 608 F. App’x 259 (5th Cir. 2015) (further citation omitted); cf. Russell v. Comm’r, 345 F.2d 534 (5th Cir. 1965) (adopting the opinion of the Tax Court); In re Primera Energy, LLC, No. 15-51396-CAG, 2018 WL 4006327 (Bankr. W.D. Tex. Aug. 17, 2018) (adopting in part a receiver’s report and recommendation); Jackson v. Hidalgo Cnty. Det. Ctr., No. 7:22-CV-00097, 2024 WL 3558739 (S.D. Tex. July 26, 2024) (adopting the magistrate judge’s report and recommendation). 12 Case: 25-50986 Document: 52-1 Page: 13 Date Filed: 08/25/2026 No. 25-50986 The authorities adduced by UniBank do not disturb this view: In SEC v. Barton, 72 F.4th 573, 579 (5th Cir. 2023), we addressed a situation where the district court had issued two motions in a receivership proceeding, such that this court held that the reasoning of the second and later motion could not buttress the reasoning of the first, earlier, and unconnected motion. Here, the R&R seamlessly feeds into the district court’s denial order, so whatever is within scope of the Report is the factual and analytical basis— whether strong or weak—of the order. Meanwhile, Technical Fabricators 7 merely sets out the standard that for an equitable subordination within bankruptcy, the bankruptcy court must make specific findings and conclusions for the three prongs of (1) inequitable conduct; (2) injury; and (3) consistency of equitable subordination with the other goals of the Bankruptcy Code. Here, there is not precisely an equitable subordination so much as the distinct equitable remedy of disbursing Ponzi scheme funds on a pro rata basis—the remedy is restitution, not subord- ination—and the Order also adopted the Receiver’s reasoning on each of the analogous prongs. 8 IV. As to the jurisdictional limits, we preliminarily address whether the district court violated any of the doctrines of personal jurisdiction, absten- _____________________ 7 Tech. Fabricators, Inc. v. Fabricators, Inc. (In re Fabricators, Inc.), 926 F.2d 1458, 1465 (5th Cir. 1991) (citing In re Missionary Baptist Found. of Am., Inc., 712 F.2d 206, 212 (5th Cir. 1983)). 8 See, e.g., Cent. States, Se. & Sw. Areas Health & Welfare Fund ex rel. Bunte v. Health Special Risk, Inc., 756 F.3d 356, 362 (5th Cir. 2014) (distinguishing between legal and equit- able restitution remedies, and laying out the elements as (i) conferral onto the defendant (ii) of funds rightfully belonging to the plaintiff and (iii) retention thereof) (citing Great-W. Life & Annuity Ins. Co. v. Knudson, 534 U.S. 204, 213 (2002)). 13 Case: 25-50986 Document: 52-1 Page: 14 Date Filed: 08/25/2026 No. 25-50986 tion, or full faith and credit. It did not. A. Personal Jurisdiction Personal jurisdiction does not apply where an equitable receivership adjudicates distributions from an in rem proceeding, and especially not where a plaintiff brings himself into court—as distinguished from being dragged in. UniBank purports to be a non-party making a limited appearance to defend its duly-perfected state law security interests. It complains that the district court lacked personal jurisdiction to determine its rights in Washington be- cause all its affairs were there such that a district court in Texas lacked minimum contacts. UniBank demands reversal on that ground. This argument is meritless. A district court supervising an equity receivership exercises in rem jurisdiction: “[T]he receiver collects and dis- tributes only assets of the entity in receivership,” and “the district court’s in rem jurisdiction [implies] that the court may not exercise unbridled authority over assets belonging to third parties to which the receivership estate has no claim.” Stanford Int’l Bank, 927 F.3d at 841 (second emphasis added). An equity receiver lacks the authority “to terminate the third-party claims against a settling party [participating in the bankruptcy estate] that are uncon- nected to the res establishing jurisdiction.” Id. at 843. This receivership estate controls the funds it would purport to distribute—the district court grabbed the CETA cash res back in May 2023— and UniBank brings what is essentially a priority claim within that estate. Moreover, the Receiver is correct that the alternative remedy of interplead- ing funds to the Washington court would represent a species of affirmative relief, 9 as distinguished from UniBank’s doing nothing and then separately _____________________ 9 UniBank demanded, “Any funds that the Receiver seeks to allocate to Borrower- claimants and to UniBank should instead be deposited with the registry of the Snohomish 14 Case: 25-50986 Document: 52-1 Page: 15 Date Filed: 08/25/2026 No. 25-50986 pursuing state-law liens against the individual Investors. The distribution ab re is what is at stake in the district court’s order—and had UniBank stood back, it could have, and might still, separately pursue its state-law liens against the individual Investors. Instead, by appearing before the court to demand affirmative relief, UniBank has implicitly consented to jurisdiction or waived any objection thereto. 10 Moreover, UniBank is essentially bringing arguments on the _____________________ County Superior Court.” Cf. Liberty Oil Co. v. Condon Nat’l Bank, 260 U.S. 235, 240 (1922) (“The case began as an action at law for money had and received. When the defen- dant bank claimed to be only a stakeholder of the deposit, disclaimed interest therein, and offered to pay it into court, and asked that the other claimants of the fund be made parties, its answer and cross-petition became an equitable defense and a prayer for affirmative equitable relief in the nature of a bill for interpleader.”) (emphasis added); Fed. R. Civ. P. 22(b) (interpleader) (“The remedy this rule provides is in addition to [those provided by Title 28 jurisdiction statutes].”). 10 See Mallory v. Norfolk S. Ry. Co., 600 U.S. 122, 138 (2023) (“Our precedents have recognized, too, that ‘express or implied consent’ can continue to ground personal jurisdiction—and consent may be manifested in various ways by word or deed.”) (col- lecting cases); see also Cactus Pipe & Supply Co. v. M/V Montmartre, 756 F.2d 1103, 1107 (5th Cir. 1985) (explaining that unlike subject matter jurisdiction, jurisdiction over the person can be waived); Trans World Airlines, Inc. v. Mattox, 897 F.2d 773, 786 (5th Cir. 1990) (“Although they described themselves as ‘specially appearing,’ the [objecting parties] sought an affirmative act by the court that would benefit their [clients]. The fact that they sought affirmative relief controls, not the form of their appearance . . . .”) (emphasis added), abrogated on other grounds, Johnson v. Baylor Univ., 214 F.3d 630, 633 (5th Cir. 2000); see generally Grammenos v. Lemos, 457 F.2d 1067, 1070 (2d Cir. 1972) (“If a party enters a case, makes no objection to jurisdiction, and asks the court to act on its behalf in some substantive way, it will be held to have waived further objection.”). Demanding a species of affirmative relief may generally amount to implicit consent to personal jurisdiction. See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 n.14 (1985) (“[T]here are a variety of legal arrangements by which a litigant may give express or im- plied consent to the personal jurisdiction of the court.”) (cleaned up) (citation omitted); see also Scott Dodson, The Complexities of Consent to Personal Jurisdiction, 133 Cal. L. Rev. 333, 353–54 (2025) (“Consent actually expands the scope of a court’s personal jur- isdiction . . . . If a defendant who consents to personal jurisdiction nevertheless raises the defense of lack of personal jurisdiction and moves to dismiss the case, a court should deny 15 Case: 25-50986 Document: 52-1 Page: 16 Date Filed: 08/25/2026 No. 25-50986 merits of the ‘lien impairment’ theory and asserting the priority of its claim, compounding its implied consent. In the alternative, it may have established minimal contacts sufficient for specific jurisdiction through its participation in Roy Hill’s fraud routing through Texas. 11 Either way, it cannot credibly limit itself to the tiny salient of a refusal of personal jurisdiction. 12 B. Abstention The district court did not need to abstain where the Colorado River _____________________ the motion on its merits because the court in fact has personal jurisdiction by virtue of consent.”). Fairness also guides our assessment of implied consent to personal jurisdiction. See generally Lea Brilmayer, Rights, Fairness, & Choice of Law, 98 Yale L.J. 1277, 1306 (1989) (arguing for assessing tacit consent under notions of fairness). Here, in unwinding the receivership estate of a Ponzi scheme, it would be unfair to the victims and unduly cle- ment to UniBank as the reckless—at least—lender to the scheme to convey the funds to the Washington court. 11 See Mallory, 600 U.S. at 137 (“Specific jurisdiction” permits suits that “‘arise out of or relate to’ a corporate defendant’s activities in the forum State.”) (quoting Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351, 359 (2021) (cleaned up) (further citation omitted)). The contacts needed for this kind of jurisdiction often go by the name “purposeful availment.” Burger King, 471 U.S. at 475. And those contacts “must show that the defendant deliberately ‘reached out beyond’ its home—by, for example, ‘exploiting a market’ in the forum State or entering a contractual relationship centered there.” Ford, 592 U.S. at 359 (quoting Walden v. Fiore, 571 U.S. 277 (2014)) (cleaned up) (emphases added). 12 Citing Hines v. Stamos, 111 F.4th 551 (5th Cir. 2024), UniBank contends it was a non-party appearing by special limited appearance to give notice of its secured rights and never consented to personal jurisdiction. In Hines, we held that a defendant’s motion to compel arbitration was “insufficient to consent to personal jurisdiction when a defendant ha[d] continuously objected to personal jurisdiction.” Id. at 562–63. Here, although Uni- Bank objected to the district court’s jurisdiction, it simultaneously asked the court to trans- fer funds from the receivership estate to the Washington court. Unlike in Hines, however, the district court here had in rem jurisdiction over the receivership estate, and UniBank cites no authority extending Hines to the receivership context. See generally Rollins v. Home Depot USA, 8 F.4th 393, 397 (5th Cir. 2021) (“A party forfeits an argument . . . by failing to adequately brief the argument on appeal.”). 16 Case: 25-50986 Document: 52-1 Page: 17 Date Filed: 08/25/2026 No. 25-50986 factors weighed in its favor. We review for abuse of discretion the district court’s decision whether to abstain, and we exercise de novo review to the extent that the decision turns on an interpretation of law. Black Sea Inv., Ltd. v. United Heritage Corp., 204 F.3d 647, 649–50 (5th Cir. 2000). 13 “Under Colorado River, a district court may abstain from a case only under ‘exceptional circumstances.’” 14 Federal courts defer to parallel state court proceedings “only . . . where the order to the parties to repair to the state court would clearly serve an important countervailing interest.” Colo. River, 424 U.S. at 813 (quoting Cnty. of Allegheny v. Frank Mashuda Co., 360 U.S. 185, 188–89 (1959)). This court identifies such countervailing inter- ests, “based on considerations of ‘[w]ise judicial administration, giving regard to conservation of judicial resources and comprehensive disposition of litigation.’” African Methodist Episcopal Church v. Lucien, 756 F.3d 788, 797 (5th Cir. 2014) (quoting Colo. River, 424 U.S. at 817). Yet abstention remains the exception from “the virtually unflagging obligation of the federal courts to exercise the jurisdiction given them.” Colo. River, 424 U.S. at 817 (cita- tions omitted). In determining whether to abstain, we identify “wise judicial admin- istration,” id. at 818, through six factors, which must clearly favor abstention: 1) assumption by either court of jurisdiction over a res, 2) relative _____________________ 13 This divides the subsequent Colorado River factors, infra, into what are clearly questions of fact (the timeline of which court first obtained jurisdiction), versus pure ques- tions of law (whether federal law provides the rule of decision), arguably rebutting the common sense view that there are ‘mixed’ questions and instead analytically dividing the world into deferential review of fact and plenary review of law. Cf. Guerrero-Lasprilla v. Barr, 589 U.S. 221, 228 (2020) (“We have sometimes referred to such a question, which has both factual and legal elements, as a ‘mixed question of law and fact,’” and appealed to “practical considerations” to resolve the ambiguity.) (citations omitted). 14 Stewart v. W. Heritage Ins. Co., 438 F.3d 488, 491 (5th Cir. 2006) (quoting Colo. River, 424 U.S. at 813). 17 Case: 25-50986 Document: 52-1 Page: 18 Date Filed: 08/25/2026 No. 25-50986 inconvenience of the forums, 3) avoidance of piecemeal litigation, 4) the order in which jurisdiction was obtained by the concurrent forums, 5) to what extent federal law provides the rules of decision on the merits, and 6) the adequacy of the state proceedings in pro- tecting the rights of the party invoking federal jurisdiction. African Methodist Episcopal, 756 F.3d at 798 (citing Stewart, 438 F.3d at 491). The equity receivership has assumed jurisdiction over the res of the receivership estate, while the Washington court lacks control over the res. That may suffice to trigger our “virtually unflagging obligation” to provide relief within our jurisdiction. Colo. River, 424 U.S. at 817. Assuming we need look any further, we can point out that federal equity receivership law pro- vides the rule of decision, authorizing the district court’s discretion to adopt a pro rata distribution plan from the receivership estate of a Ponzi scheme reflecting the common victim status of the claimants. Durham, 86 F.3d at 73, discussed infra. Additionally, the pro rata distribution plan avoids piecemeal litigation over priorities, as administration of the res is centralized before the district court—and the district court got it first, before the Washington court action was initiated 15—but beyond this, it is unclear that the district court’s order snuffs out residual state law lien claims by UniBank against the individ- ual Investors, discussed momentarily. C. Full Faith and Credi