Rashonna Ransom v. GreatPlains Finance LLC

PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

_______________

No. 24-1908

_______________

RASHONNA M. RANSOM, on behalf of herself and others

similarly situated

v.

GREATPLAINS FINANCE, LLC, doing business as Cash

Advance Now; JOHN DOES 1–10

GreatPlains Finance, LLC,

Appellant

_______________

On Appeal from the United States District Court

for the District of New Jersey

(D.C. No. 2:22-cv-01344)

District Judge: Hon. William J. Martini

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Argued: June 4, 2025

Before: HARDIMAN, BIBAS, and FISHER, Circuit Judges

(Filed: August 4, 2025)

Adam H. Charnes

KILPATRICK TOWNSEND & STOCKTON

2001 Ross Avenue

Suite 4400

Dallas, TX 75201

Mark H. Reeves

KILPATRICK TOWNSEND & STOCKTON

1450 Greene Street

Suite 230

Augusta, GA 30901

Rob R. Smith [ARGUED]

KILPATRICK TOWNSEND & STOCKTON

1420 5th Avenue

Suite 3700

Seattle, WA 98101

Counsel for Appellant

Stephen R. Ward

CONNER & WINTERS

15 E 5th Street

4100 First Place Tower

Tulsa, OK 74103

Counsel for Amicus Conference of Tribal Lending Commis-

sioners Supporting Appellant

Daniel Baczynski [ARGUED]

Mark H. Jensen

Yongmoon Kim

KIM LAW FIRM

411 Hackensack Avenue

2

Suite 701

Hackensack, NJ 07601

Counsel for Appellee

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OPINION OF THE COURT

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BIBAS, Circuit Judge.

Governments turn money into power. In go taxes; out flow

police, pensions, and preschools. To figure out whether some-

thing is part of the government, then, often the best place to

look is whether it matches either half of government’s signa-

ture formula: Does it fund the government, and is it controlled

by the government?

This case presents a firm whose governmental status is

puzzling—a consumer lender owned by an Indian tribe. Lend-

ers are sometimes part of tribal governments. But even though

this one is mostly controlled by the tribe, a judgment against it

would not affect the tribe’s revenue. That factor often matters

more and speaks more clearly here. We thus hold that the

lender is not part of the tribe’s government and so lacks its sov-

ereign immunity.

I. THE TRIBE CREATED GREATPLAINS,

WHICH LENT MONEY TO RANSOM

Like any government, Indian tribes need money to operate

and care for their members. But many tribes cannot raise much

money by taxing income or property; Indian reservations are

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often poor, and much of their land is owned by non-Indians,

whom tribes usually cannot tax. Matthew L.M. Fletcher, In

Pursuit of Tribal Economic Development as a Substitute for

Reservation Tax Revenue, 80 N.D. L. Rev. 759, 771–74 &

nn.87, 91, 93 (2004). Many tribes thus turn to entrepreneurship

to fund their governments, from “sell[ing] cigarettes and pre-

scription drugs online” to running casinos and hotels. Michigan

v. Bay Mills Indian Cmty., 572 U.S. 782, 823 (Thomas, J., dis-

senting) (2014); id. at 785 (majority). These businesses look

like any other, with one big difference: If they count as part of

a tribe’s government, they enjoy sovereign immunity. Id. at

788–90 (majority); Kiowa Tribe of Okla. v. Mfg. Techs., Inc.,

523 U.S. 751, 754–55 (1998).

Hence this case. A tribally owned lender allegedly broke a

slew of consumer-protection laws, an aggrieved borrower sued

it, and whether her suit can proceed depends on whether the

lender counts as part of the tribe’s government.

A. The tribe created GreatPlains

The Fort Belknap Indian Community is a federally recog-

nized Indian tribe in rural Montana. Like many tribes, its tax

base is bone dry, so it has tried to raise money by starting a

string of businesses. Those businesses contribute three-quarters

of the tribe’s non-federal budget.

To manage them, the tribe created a corporation: the Island

Mountain Development Group. Profits from the tribe’s busi-

nesses flow to Island Mountain, which sends a fifth of the

money directly to the tribe. The other four-fifths is either

reinvested in the tribe’s businesses or spent on projects for

tribal members, like housing or direct cash payments.

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One of the tribe’s businesses is GreatPlains Finance, an

online consumer lender. GreatPlains was created by the tribe

as a limited-liability corporation under tribal law, is wholly

owned by it through a subsidiary, and is managed by Island

Mountain. It does not directly employ anyone; rather, it leases

all its workers from Island Mountain. And its articles of organ-

ization purport to shield it with the tribe’s sovereign immunity.

GreatPlains is one of at least eight online lenders started by

the tribe. From rural Montana, their websites reach across the

country, offering small loans at staggering interest rates. Great-

Plains’ website shows a sample loan of $500 with an annual

interest rate of 700% plus fees for late payments. Rates, Cash

Advance Now, https://perma.cc/XAD9-ZN8N. Rates this high

are illegal in most states. State Annual Percentage Rate (APR)

Caps for $500, $2,000 and $10,000 Installment Loans, Nat’l

Consumer L. Ctr., https://perma.cc/KN7M-N93N. But if tribal

sovereign immunity applies, the lenders are shielded from law-

suits. This setup is lucrative: The tribe’s lending businesses

pump out 90% of Island Mountain’s total revenue.

B. GreatPlains made a private-equity deal

What do you get when you combine high-interest lending

with immunity from suit? An attractive investment. Unsurpris-

ingly, in 2021, a non-tribal private-equity fund called Newport

Funding lent up to $10 million to GreatPlains. The agreement

promised Newport handsome returns: 21% interest per year,

plus more fees for any untapped part of the $10 million line of

credit. And before returning any profits to Island Mountain

(and thus the tribe), GreatPlains must pay Newport first.

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GreatPlains also pledged its assets as collateral and gave

Newport a security interest in them. If Island Mountain threat-

ened GreatPlains’ ability to pay back the loan or interfered with

the business, that would trigger a default. At that point, New-

port could step in to protect its interest in GreatPlains’ assets.

It could also strip the tribal servicer of its power to service

GreatPlains’ loans and transfer that role to a non-tribal firm in

Indiana. And it could take control of GreatPlains’ bank accounts,

stopping any money from being transferred or withdrawn with-

out Newport’s consent.

GreatPlains eventually fell into default. In 2023, the tribe

“discover[ed] unexplained debts and evidence of potentially

serious internal financial improprieties” at Island Mountain, so

it replaced Island Mountain’s board. App. 212. That leadership

change triggered a default, and Newport ordered GreatPlains’

bankers to block any withdrawal or funds transfer from Great-

Plains’ accounts without Newport’s written consent. Great-

Plains objected but could not stop these measures.

C. After borrowing from GreatPlains, Ransom sued it

On the other side of the country, New Jerseyan Rashonna

Ransom faced an emergency and desperately needed cash. She

found GreatPlains’ website and took out two loans, one at

652% annual interest and the other at 542%. Though she bor-

rowed only $750, she owed around $4,000 in interest. She sued

GreatPlains, on her own behalf and for a putative class, for

breaking several New Jersey consumer-protection laws.

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D. GreatPlains & Newport restructured their agreement

GreatPlains moved to dismiss, claiming tribal sovereign

immunity. The District Court disagreed. Based partly on New-

port’s post-default control of Great Plains, the court held that

the lender was not an arm of the tribe.

Newport then waived the default, restoring the tribe’s con-

trol over GreatPlains’ assets. Waiver in hand, GreatPlains

moved to reconsider. The District Court denied the motion, and

GreatPlains now appeals.

Tribal sovereign immunity is a mixed question of law and

fact. Somerlott v. Cherokee Nation Distribs., Inc., 686 F.3d

1144, 1148 (10th Cir. 2012). We review the District Court’s

factual findings for clear error and its legal conclusions on

tribal sovereign immunity and its application of law to the facts

de novo. Id.; see In re Nortel Networks, Inc., 669 F.3d 128, 137

(3d Cir. 2011).

II. WE HAVE APPELLATE JURISDICTION

As a rule, we have jurisdiction only over appeals from final

orders. 28 U.S.C. § 1291. But an exception allows interlocutory

appeals of collateral orders—that is, orders that (1) conclu-

sively decide (2) an important issue separate from the merits

(3) that would be “effectively unreviewable” if we waited until

after the final judgment. Doe v. Coll. of N.J., 997 F.3d 489, 493

(3d Cir. 2021) (internal quotation marks omitted). Because

sovereign immunity is a right to not even be dragged through

litigation, denials of sovereign immunity are immediately appeal-

able as collateral orders. P.R. Aqueduct & Sewer Auth. v.

Metcalf & Eddy, Inc., 506 U.S. 139, 143–45 (1993).

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GreatPlains claims that it was wrongly denied sovereign im-

munity. So we have jurisdiction to hear this appeal.

III. WE CONSIDER ALL FACTS IN THE RECORD

In gauging subject-matter jurisdiction, courts typically look

at the facts that existed when the plaintiff filed his complaint.

Nuveen Mun. Tr. v. WithumSmith Brown, P.C., 692 F.3d 283,

294 (3d Cir. 2012). Here, many relevant facts changed after

Ransom sued: GreatPlains borrowed from Newport and defaulted,

and Newport waived the default.

We can consider these changed facts. The time-of-filing

rule has exceptions. See OI Eur. Grp. B.V. v. Bolivarian Republic

of Venezuela, 73 F.4th 157, 170–72 (3d Cir. 2023). And sover-

eign immunity is surely one of them. “[T]he general criterion

for determining when a suit is in fact against the sovereign is

the effect of the relief sought.” Pennhurst State Sch. & Hosp.

v. Halderman, 465 U.S. 89, 107 (1984). And post-filing

changes can change that effect—for instance, if a tribe sells a

business to a private party. Plus, a sovereign can consent to suit

or withdraw its consent after a complaint is filed, thus creating

jurisdiction that did not exist at the time of filing or destroying

jurisdiction that did. Beers v. Arkansas, 61 U.S. (20 How.) 527,

529–30 (1857); Coll. Sav. Bank v. Fla. Prepaid Postsecondary

Educ. Expense Bd., 527 U.S. 666, 676 (1999).

In short, sovereign immunity depends on whether a judg-

ment would hit an unconsenting sovereign, and that can change

right up until the judgment issues. “We therefore conclude that

sovereign immunity is an ongoing inquiry rather than a deter-

mination to be made … at the time of filing.” Iowa Tribe of

Kan. & Neb. v. Salazar, 607 F.3d 1225, 1237 (10th Cir. 2010).

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So in deciding whether GreatPlains is an arm of the tribe, we

consider all facts as they stand today.

IV. WE REVIEW BOTH DECISIONS TOGETHER

GreatPlains appeals two decisions: the denial of its motion

to dismiss and the later denial of its motion to reconsider. Nor-

mally, we would review each separately. Lazaridis v. Wehmer,

591 F.3d 666, 669–70 (3d Cir. 2010).

But here, we can consolidate our review. Start with the motion

to dismiss. Reviewing de novo, we ask whether GreatPlains is

an arm of the tribe given all the information before us, includ-

ing Newport’s waiver of default. Reich v. Loc. 30, Int’l Bhd. of

Teamsters, 6 F.3d 978, 981–82 (3d Cir. 1993). On the motion

to reconsider, we ask the same question and look at the same

facts. And though we normally review such denials for abuse

of discretion, “to the extent that the denial of reconsideration is

predicated on an issue of law,” like sovereign immunity, we

review it de novo. Max’s Seafood Cafe ex rel. Lou-Ann, Inc. v.

Quinteros, 176 F.3d 669, 673 (3d Cir. 1999). Because both appeals

ask the same question, consider the same facts, and apply the

same standard of review, we can consolidate them into a single

question: Given all the facts in the record, is GreatPlains an

arm of the tribe?

V. GREATPLAINS IS NOT AN ARM OF THE TRIBE

It can be hard to tell where a tribe ends and a separate entity

begins. To draw that line, we adopt the Tenth Circuit’s test. On

these facts, the most important factors are how much the tribe

controls the entity and especially whether a judgment would

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immediately cut tribal revenue. Under that test, GreatPlains is

not an arm of the tribe.

A. To discern an arm of a tribe, we consider five factors

To judge whether an entity counts as an arm of a tribe, the

Tenth Circuit created a multi-factor test. This test examines:

1) how the entity was created;

2) its purpose;

3) its ownership, management, structure, and how much

the tribe controls it;

4) the tribe’s intent to give it sovereign immunity;

5) its financial relationship with the tribe; and

6) whether giving it immunity would serve tribal sovereign

immunity’s purposes.

Breakthrough Mgmt. Grp. v. Chukchansi Gold Casino & Resort,

629 F.3d 1173, 1181 (10th Cir. 2010). These factors are not

exclusive. Id.

Today, we join our sister circuits in adopting that test. See

Williams v. Big Picture Loans, LLC, 929 F.3d 170, 177 (4th

Cir. 2019); Mestek v. Lac Courte Oreilles Cmty. Health Ctr.,

72 F.4th 255, 259 (7th Cir. 2023); White v. Univ. of Cal., 765

F.3d 1010, 1025 (9th Cir. 2014). Still, some factors may matter

more than others. In practice, factors (1), (2), and (4) may be

easy to manipulate. Factors (3) and (5) may often matter more.

And factor (5) speaks best to the reasons behind tribal sover-

eign immunity.

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Most courts that follow Breakthrough’s test do not treat

factor (6), about the purposes of tribal sovereign immunity, as

its own factor. Instead, they weave it into their analysis of the

other five. E.g., Williams, 929 F.3d at 177. That leaves five

factors, with the purposes informing each factor’s importance.

Mestek, 72 F.4th at 259.

What are those purposes? Other courts have said they include

promoting tribal self-determination, cultural autonomy, and

commercial relations between Indians and non-Indians. See,

e.g., Breakthrough, 629 F.3d at 1188. But we find it less useful

to think up post hoc policy rationales and more helpful to focus

on why courts recognized the immunity in the first place: to

respect the tribe’s governance and to protect its treasury. Okla.

Tax Comm’n v. Citizen Band Potawatomi Indian Tribe, 498

U.S. 505, 509 (1991) (explaining that immunity respects tribes’

“inherent sovereign authority”); Breakthrough, 629 F.3d at

1183 (noting that one rationale for immunity was to protect

tribes’ treasuries). Respecting the tribe’s sovereignty corre-

sponds to factor (3): A suit against an entity drags the sovereign

into court only if the entity is under the sovereign’s control.

And protecting the tribe’s treasury maps on to factor (5).

Between those two factors, the effect on the tribe’s treasury

may matter more. That factor is the core of sovereign immun-

ity, shielding the fisc so governments can decide whether to

spend finite funds on healthcare, education, pensions, or satis-

fying individual legal claims. Richard H. Fallon, Jr., Of Legis-

lative Courts, Administrative Agencies, and Article III, 101

Harv. L. Rev. 915, 937 (1988) (“[S]overeign immunity rests on

the assumption that … the government should be able to weigh

for itself whether submission to a traditional lawsuit would

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harm or promote the public interest.”); Alden v. Maine, 527

U.S. 706, 750 (1999) (“Private suits against nonconsenting

[sovereigns] … may threaten [their] financial integrity ….”).

So in the analogous context of suits against government offic-

ers, courts decide whether a suit is really against the sovereign

by looking at whether a judgment would hit the public coffers.

Dugan v. Rank, 372 U.S. 609, 620 (1963); Edelman v. Jordan,

415 U.S. 651, 663 (1974). Sovereign immunity is really immun-

ity for the sovereign’s treasury, so how a judgment would affect

tribal finances may merit the most weight.

In cases like this one, any tribal-immunity test regrettably

must also serve another purpose: separating true arms of the

tribe from shams. Unscrupulous lenders can seek out tribes to

pose as figureheads, hide behind their sovereign immunity, and

break state law scot-free. Unfortunately, these rent-a-tribe

schemes do happen. Jayne Munger, Note, Crossing State

Lines: The Trojan Horse Invasion of Rent-a-Bank and Rent-a-

Tribe Schemes in Modern Usury Laws, 87 Geo. Wash. L. Rev.

468, 478–79 (2019). To reserve tribal sovereign immunity for

tribal sovereigns, our test must sift out impostors.

That may mean putting less weight on factors (1), (2), and

(4). Whenever a non-tribal business gets a tribe to pose as a

figurehead, both (1) and (4) will be met: The parties may be

sure to incorporate the business under tribal law and to note the

tribe’s intent to extend it sovereign immunity. As for factor (2),

the entity’s purpose, it may be easy to dash off a document recit-

ing that the business’s purpose is helping a tribe. See People ex

rel. Owen v. Miami Nation Enters., 386 P.3d 357, 376, 378

(Cal. 2016) (even though firm’s articles of incorporation listed

purpose to help tribe, the “vast majority” of its revenue went to

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non-tribal partners). True, the other half of factor (2), how

much the business serves that stated purpose, may prove rele-

vant. And it can be revealing if an entity flunks any of these

factors. But because these factors may come out identically for

true tribal arms and for shams, we do not find it very informa-

tive when these easily checked boxes are checked easily.

We thus apply the Breakthrough factors, emphasizing sub-

stance over form. At least on these facts, we pay particular atten-

tion to (3) and especially to (5). On each factor, GreatPlains

bears the burden of showing that it favors immunity. Bowers v.

NCAA, 475 F.3d 524, 546 n.25 (3d Cir. 2007).

B. GreatPlains is not an arm of the tribe

1. GreatPlains’ method of incorporation favors its being an

arm of the tribe. Under this factor, an entity is more likely an

arm of a tribe if it was (a) created under tribal law and (b) created

by the tribe, rather than a preexisting entity absorbed by the

tribe. Miami Nation, 386 P.3d at 372.

The District Court found that GreatPlains “was formed under

tribal law and did not exist before the Tribe created it.” App. 5.

Those factual findings were not clearly erroneous. To be sure,

Ransom concocts a theory that non-tribal firms created Great-

Plains before the tribe absorbed it. But the record shows only

that the tribe wanted to start a lender, had no experience doing

so, and thus turned to outside partners for help. Five years later,

Island Mountain ended GreatPlains’ relationship with those

partners and has run it ever since. That suggests that the tribe

used outsiders to help it get a new business off the ground, not

that outsiders had surreptitiously created the business on their

13

own. Although we give this factor little weight here, it favors

immunity.

2. GreatPlains’ purpose slightly favors treating it as an

arm of the tribe. This factor asks whether the entity was created

to benefit the tribe and to help it act as a government—for instance,

by raising revenue. Breakthrough, 629 F.3d at 1192. It exam-

ines both the entity’s stated purpose and how effectively it

serves that purpose. Miami Nation, 386 P.3d at 372. Because

the stated purpose is easy to manipulate, we put more stock in

how much the entity serves it. Yet we cannot fixate on results—

say, how much money the business earned the tribe or how

many tribal jobs it created. That would make a business’s tribal

status turn on whether it happened to succeed. So to test this

factor, we will focus on both (a) GreatPlains’ stated purpose

and (b) whether it was designed to serve that purpose.

As for stated purpose, the tribal resolution creating Great-

Plains declares that it is meant to “further the economic well-

being of the members of the [Fort Belknap Indian] Commu-

nity.” App. 117. That favors immunity, though we put little

stock in it.

Is GreatPlains designed to achieve that purpose? On bal-

ance yes, though the evidence is mixed. The District Court

found otherwise, in part because GreatPlains has no employ-

ees. But that is because it leases its workers from Island Moun-

tain. By increasing demand for Island Mountain’s workers,

most of whom are tribal members, GreatPlains is designed to

create tribal jobs.

On the other hand, the District Court also saw “no indica-

tion” that GreatPlains had ever returned any profit to the tribe,

14

after more than a decade in business and several changes in

management. App. 6. That fact is hard to interpret. Island

Mountain is entitled to all GreatPlains’ profits, so the business

seems designed to make money for the tribe. But it is not clear

that it ever has, and that does not seem to be a commercial acci-

dent. Charging exorbitant interest rates should be a good line

of business, and the tribe’s other lenders have earned it fistfuls

of money. GreatPlains insists that it just has not returned

money to the tribe yet, because it reinvests all profits in the

business. But it has never explained why the tribe’s other lend-

ers have earned the tribe so much money, yet GreatPlains is the

mysterious outlier. When a business repeatedly fails to achieve

its stated purpose for no clear reason, over more than a decade,

that can be evidence that it might be serving a different, unstated

purpose.

Still, those gnawing doubts cannot outweigh the solid evi-

dence listed above. This factor favors immunity here, but less

than it would otherwise.

3. Control leans toward GreatPlains’ being an arm of the

tribe. This factor asks who is really in charge. It examines the

entity’s governance, management, and ownership. Williams,

929 F.3d at 182. It also asks whether the entity’s leaders come

from the tribal government, are tribal members, or are at least

tribal appointees. Breakthrough, 629 F.3d at 1193; White, 765

F.3d at 1025. At root, the question is: Who calls the shots?

The answer is mixed. On one hand, GreatPlains is wholly

owned by the tribe and solely managed by Island Mountain,

which in turn is wholly owned and run by the tribe. Island

Mountain’s board serves as the board of GreatPlains. All board

15

members are appointed and removable by the tribal council,

and all board members are members of the tribal council. In

turn, the board hires and can fire Island Mountain’s CEO, who

is a tribal member.

But the loan agreement limits the tribe’s control. If the tribe

threatens GreatPlains’ ability to pay back the loan, taxes Great-

Plains, or regulates it in a way that is adverse to Newport’s inter-

ests, then GreatPlains falls into default. That limits the tribe’s

freedom to direct GreatPlains to pursue goals other than earn-

ing money to repay Newport—say, forgoing usurious interest

rates because they are inconsistent with tribal values, or hiring

more tribal workers at higher wages because the tribe wants to

create jobs for its members. It also forces the tribe to treat

GreatPlains as an independent entity beyond the tribe’s full

control.

Of course, we understand why a lender would insist on

those terms. And a tribal business does not stop being tribal

just because it borrows money and puts up collateral. But when

that funding restricts the tribe’s freedom of action, forcing it to

put the lender’s interests ahead of all else, the conclusion is

inescapable: The tribe controls the business less.

“Less” is key. The Breakthrough factors are not binaries

but matters of degree. See Mestek, 72 F.4th at 260. Here, the

tribe still controls GreatPlains’ day-to-day management and

strategic direction, and this factor favors immunity. But its

weight is reduced by GreatPlains’ incomplete control.

4. The tribe’s intent favors immunity. The fourth factor asks

whether the tribe intended to confer its sovereign immunity on

GreatPlains. Breakthrough, 629 F.3d at 1193–94. It did.

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GreatPlains’ articles of organization declare that it “is to enjoy

the Tribe’s sovereign immunity” and that “the Tribe hereby

confers on [GreatPlains] sovereign immunity from suit to the

same extent that the Tribe would have such sovereign immun-

ity if it engaged directly in the activities undertaken by” Great-

Plains. App. 99 ¶ 7. This factor favors immunity. Yet here, it is

so easy to meet that we mostly discount it.

5. The financial relationship between the tribe and Great-

Plains weighs heavily against immunity. The last factor asks

how a judgment against the firm would affect the tribe’s finances.

It favors immunity if the tribe would be directly liable for a

judgment. Miami Nation, 386 P.3d at 373. But it is enough if

the judgment would cut into tribal revenue indirectly—say, by

taking damages out of the profits the business would otherwise

send the tribe. Id.

GreatPlains’ finances do not affect the tribe’s. It is a sepa-

rate limited liability corporation, insulating the tribe from its

liability. And the record nowhere suggests that it has ever

returned a profit to Island Mountain. So if GreatPlains must

pay a judgment, that likely will not reduce the tribe’s immedi-

ate revenue by even a penny. GreatPlains responds that, instead

of returning money to the tribe directly, it reinvests all its

profits—if any are left after Newport gets paid—in the busi-

ness. But unlike the tribe’s other lending businesses, Great-

Plains offers us no proof of its profitability at all. It has given

us no ledgers, budgets, or projections showing that it retains

any profit after paying interest to Newport, nor has it shown

that it reinvests money in tribal businesses. It has not borne its

burden of showing that an adverse judgment would harm the

tribe. That cuts decisively against immunity.

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*****

GreatPlains’ method of incorporation and the tribe’s intent

favor immunity, but that shows very little. The same goes for

GreatPlains’ stated purpose. And though GreatPlains seems

mostly designed to achieve that purpose, the consistent lack of

profitability means that this factor helps GreatPlains only mar-

ginally. That leaves the two most important factors: control and

financial relationship. Control favors immunity, but only

somewhat. By contrast, here GreatPlains’ financial relation-

ship with the tribe cuts decisively against immunity. And it is

the more important factor.

Breakthrough is a five-factor test, not a one-factor test. But

at least here, factor (5) is the most important. When the other

factors are qualified and this one is resounding, it may some-

times tip the balance all on its own. That is true here: A judg-

ment against GreatPlains will not immediately eat into tribal

revenues, which GreatPlains’ more modest showings on the

other factors cannot overcome.

GreatPlains is not an arm of the tribe and so lacks the tribe’s

sovereign immunity. We will thus affirm and remand for fur-

ther proceedings.

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