Liu V Xiang Ca43
Filed 7/23/25 Liu v. Xiang CA4/3
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for
publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication
or ordered published for purposes of rule 8.1115.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FOURTH APPELLATE DISTRICT
DIVISION THREE
MENGYUAN LIU,
Plaintiff and Appellant, G064182
v. (Super. Ct. No. 30-2022-01250906
LIN YUN XIANG et al., OPINION
Defendants and Respondents.
Appeal from a judgment of the Superior Court of Orange County,
Erick L. Larsh, Judge. Reversed in part, affirmed in part.
Guodi Sun & Associates and Guodi Sun for Plaintiff and
Appellant.
Chang & Lee and Grace Lea Chang for Defendants and
Respondents.
* * *
Plaintiff Mengyuan Liu invested $250,000 in a limited liability
company formed to manage a new restaurant. Plaintiff sued several
individual defendants (Lin Yun Xiang, Robert Luo, Jin Luo, and Emilie Lee),
as well as an entity defendant, Element Catering Group, LLC (Element), on a
variety of tort and contract theories of recovery. The trial court sustained
defendants’ demurrer to the third amended complaint without leave to
amend. Plaintiff timely appealed from the ensuing judgment of dismissal.
We reverse the judgment as to four of the five defendants. The
heart of plaintiff’s claim is that defendants took her money then refused to
honor her contractual rights under the operating agreement and instead
engaged in self-dealing transactions to divert resources away from the
restaurant. The operative complaint includes several viable causes of action
and leave to amend should be provided to pursue related theories of recovery.
(See City of Dinuba v. County of Tulare (2007) 41 Cal.4th 859, 865, 870 (City
of Dinuba).)
FACTS1
In early 2017, Xiang met with plaintiff and touted the “Poki Cat”
restaurant business. Xiang characterized “poke” as part of a new health food
1 We accept as true all facts “properly pleaded” in the operative
complaint. (City of Dinuba, supra, 41 Cal.4th at p. 865.) We do not credit
mere “contentions, deductions or conclusions of law.” (Ibid.) “Additionally, to
the extent the factual allegations conflict with the content of the exhibits to
the complaint, we rely on and accept as true the contents of the exhibits and
treat as surplusage the pleader’s allegations as to the legal effect of the
exhibits.” (Barnett v. Fireman’s Fund Ins. Co. (2001) 90 Cal.App.4th 500,
505.)
2
trend with the potential for explosive growth.2 Xiang indicated profits of up to
$1.2 million monthly could be derived from a Poki Cat investment.
Xiang promoted an investment opportunity for plaintiff in a
restaurant sited in Pasadena. The investment pitch was that “an investor
would contribute a couple of hundred thousand dollars and obtain 51
[percent] of the shares [of a particular entity running one restaurant] and
Element [would] contribute one thousand dollars plus its management skill
and experience and obtain 49 [percent] of the shares; after opening [100] Poki
Cat restaurants, each investor would be asked to give 2 [percent] of his/her
shares to Element and thus make Element the parent company with over one
hundred subsidiaries; and, then, Element would apply for being listed on the
U.S. stock market. If successful, all current investors would obtain original
shares of Element and become rich.”
Xiang also provided plaintiff with social media references to Poki
Cat, promotional brochures, and “similar information.” Other defendants
supplied additional information.
Plaintiff, who lacked experience in the business world, decided to
invest $250,000. She signed an agreement in November 2017 to invest in the
entity that would operate the Pasadena restaurant and deposited the funds
shortly thereafter. But in June 2018, plaintiff was told that the Pasadena
restaurant idea had been abandoned and that she should instead invest in a
different company that would operate a Mission Viejo location.
2 We take judicial notice that “poke” refers to a popular dish with
raw seafood inspired by Hawaiian cuisine.
3
Poki Cat Innovations, LLC (the Company), was organized by way
of a filing with the California Secretary of State in August 2017. It was
created as the entity that would own and operate the Mission Viejo
restaurant. An initial investor, Jinsong Cao, backed out. Plaintiff “heard”
about Cao’s exit.
In August 2018, plaintiff and Element entered into an operating
agreement for the Company. Individual defendants Jin Luo and Emilie Lee
signed on behalf of Element. The agreement provided that plaintiff would
invest the funds remaining from the initial $250,000 (i.e., $248,697.50) and
Element would invest $1,000. Both capital contributions were due in
September 2018.
The company had only two members, plaintiff and Element. As of
August 2018, plaintiff owned 51 percent of the Company and Element owned
49 percent.
The operating agreement addressed other important points. In
general, profits and losses would be allocated to the members by the
percentage ownership interest. At meetings of the membership to govern the
company, members “shall Vote in proportion to the Member’s Percentage
Interest . . . .” Section 5.4 of the agreement required a majority of members to
“consent[]” to specified actions, such as disposition of a substantial amount of
the company’s assets or the incurring of a contractual obligation in excess of
$5,000. “Members [had] the right and power to appoint, remove, and replace
Managers of the Company . . . .”
But the agreement identified plaintiff, Jin Luo, and Emilie Lee as
the three managers of the Company. Decisions concerning day to day
management would be made by a majority of the managers. The complaint
alleges plaintiff was stripped of any control because defendants had two of
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the three votes as managers and they excluded plaintiff from all decisions.
Then, on May 6, 2021, defendants unilaterally reduced plaintiff’s ownership
share to 42.18 percent after plaintiff refused to accede to defendants’ demand
that plaintiff contribute additional capital ($43,000).
There was only one Poki Cat restaurant in 2017 when Xiang sold
a vision of success to plaintiff. No more than seven were opened in the years
after. None made money. “Poke might be a good healthy food, but the Poki
Cat’s business model had not been tested before; there was not any indication
that it represents a new trend, potent enough to trigger a ‘revolution’ in fast
food industry. Moreover, the management team was a typical ‘mom and pop
shop.’ Worse still, the Poki Cat’s investment model that . . . Element provides
merely one thousand dollars portends undercapitalized restaurants
continuously hungering for cash.”
Plaintiff alleges a variety of wrongdoing by defendants: (1)
Element never paid its $1,000 capital contribution to the Company; (2)
plaintiff was never invited to a managers’ meeting and defendants made
decisions without consulting plaintiff; (3) substantial obligations were taken
on and payments were made without a meeting of members and the approval
of plaintiff, including a payment of $101,941.11 to former investor Cao to
settle a dispute and $6,305 paid to an attorney for services rendered to
defendants in this action; (4) the defendants used Element to supply the Poki
Cat restaurants and charged excessive fees in these self-dealing
arrangements; (5) defendants diverted payments rightly owed to the
Company to Element or other entities (running restaurants at other
locations); (6) defendants wrongly reduced plaintiff’s ownership share to
42.18 percent on the grounds that she would not comply with an
unreasonable demand for more money; and (7) defendants refused to provide
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information about the restaurant and its operations, and plaintiff had been
locked out completely since 2022.
The operative complaint is vague with regard to the current
status of the restaurant, e.g., whether it still operates. The prayer for relief
seeks the return of plaintiff’s investment or an award of damages, as well as
any other appropriate remedies.
ANALYSIS
Our review is de novo with regard to whether the third amended
complaint states a cause of action. (Czajkowski v. Haskell & White, LLP
(2012) 208 Cal.App.4th 166, 173.) We read the complaint as a whole,
interpret it reasonably, and determine whether it states a cause of action
under any possible legal theory. (Tran v. Nguyen (2023) 97 Cal.App.5th 523,
528.) Plaintiff’s opening brief asserts there are five valid causes of action.
I.
PROMISSORY FRAUD
First, the complaint alleges promissory fraud against Xiang, who
sold plaintiff on the future of Poki Cat restaurants. Fraud requires: (1) a
misrepresentation; (2) knowledge of falsity; (3) intent to defraud; (4)
justifiable reliance; and (5) damages. (Belasco v. Wells (2015) 234 Cal.App.4th
409, 424.)
“[I]n a promissory fraud action, to sufficiently allege[] defendant
made a misrepresentation, the complaint must allege (1) the defendant made
a representation of intent to perform some future action, i.e., the defendant
made a promise, and (2) the defendant did not really have that intent at the
time that the promise was made, i.e., the promise was false.” (Beckwith v.
Dahl (2012) 205 Cal.App.4th 1039, 1060.)
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“Fraud must be pleaded with particularity. General and
conclusory allegations are inadequate.” (Lauckhart v. El Macero Homeowners
Assn. (2023) 92 Cal.App.5th 889, 903.)
Incorporating and building on the general allegations detailed
above, a few more facts alleged are worth stating here, such as Xiang’s
statement that “Element had 25 years of successful experience in the fast
food industry.” Xiang “predicted that there would be 20 Poki Cat restaurants
in California in 2018 and 120 throughout the United States in 2019, and the
Poki Cat chain would be listed on the U.S. stock market in 2019; if successful,
all investors would obtain original shares of the parent company and
bec[o]me rich.” Xiang “even posted a made-up photo, in which Donald Trump
was shown to inscribe his thanks to Mr. Xiang” for the contributions made by
Element and Poki Cat.
Statements about Element were supposedly false because it was
a new entity, though it is unclear as to whether the statement about 25 years
of experience referred to the entity itself or its individual human agents.
Promises about future success were “not realistic” and Xiang did not intend
to meet these “promises” at the time he made them. Plaintiff relied on Xiang’s
“promises” and invested $250,000 as a result. The promises were not met in
that: (1) the restaurant plaintiff invested in lost money; and (2) only eight
Poki Cat restaurants opened, all of which lost money.
The trial court sustained the demurrer due to the lack of
specificity in plaintiff’s pleading. We disagree with the rationale stated in the
court’s order.3 Nevertheless, we agree plaintiff failed to plead a fraud cause of
3 The court indicated the complaint did not identify when the
“representations” were made and by whom. But read liberally, the complaint
accuses Xiang (and Xiang only) of fraud. Read liberally, the complaint alleges
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action with sufficient particularity. Plaintiff claims to have reasonably relied
on promises of future action, i.e., the rapid expansion of a Poki Cat chain of
restaurants that would be reorganized and publicly listed as a quick route to
wealth for all early investors. Plaintiff does not identify specific actions Xiang
promised to take in the future that he failed to perform. Plaintiff claims she
was shown “promotional brochures with the same or similar information,”
but she does not quote these materials.
The allegations of the complaint are in the nature of
nonactionable opinions or predictions about future events. (See Graham v.
Bank of America, N.A. (2014) 226 Cal.App.4th 594, 606–607 [appraiser’s
statements about value of real property were nonactionable opinions and
predictions]; Cansino v. Bank of America (2014) 224 Cal.App.4th 1462, 1469
[“predictions regarding future events are deemed to be mere opinions which
are not actionable”].) Xiang expressed a vision of spectacular future success
in the notoriously competitive restaurant industry. Xiang allegedly
communicated specific targets to plaintiff. But neither failure nor unrealistic
speculation amounts to common law fraud. And plaintiff does not purport to
plead a cause of action for misrepresentation of existing facts or allege she
reasonably relied on misrepresentations of existing fact (such as Element’s
experience or whether Donald Trump really acknowledged any of the
defendants).
Xiang’s statements were made in early 2017 and before plaintiff invested her
money in November 2017. We disagree with the court’s ruling to the extent it
was based on a failure to state more clearly in particular paragraphs or
sentences that it was Xiang making misrepresentations and precisely when
he made those representations.
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II.
CONSTRUCTIVE FRAUD
Second, the operative complaint alleges constructive fraud as to
Xiang only. Constructive fraud requires a confidential or fiduciary
relationship between the parties. (Prakashpalan v. Engstrom, Lipscomb &
Lack (2014) 223 Cal.App.4th 1105, 1131.) The operative complaint fails to
allege such a relationship between Xiang and plaintiff.
Moreover, plaintiff forfeited the argument that the court erred as
to this cause of action. “[A]n appellant is required to not only cite to valid
legal authority, but also explain how it applies in his case.” (Hodjat v. State
Farm Mutual Automobile Ins. Co. (2012) 211 Cal.App.4th 1, 10.) The opening
brief contains two paragraphs addressed to constructive fraud, neither of
which cites to legal authority. No reply brief was filed by plaintiff. Plaintiff
failed to adequately brief this issue in the opening brief and the issue is
deemed forfeited.
III.
BREACH OF FIDUCIARY DUTY
Next, plaintiff asserts defendants Element, Jin Luo, Robert Luo,
and Emilie Lee breached their fiduciary duties to plaintiff. Element and
plaintiff were the only two members of the Company, sharing nearly equal
ownership when it was created. Jin Luo and Emilie Lee were two of the three
individuals (along with plaintiff) named in the operating agreement as
managers of the Company. Robert Luo is a manager of Element and has been
acting as a manager of the Company (recall that plaintiff alleges she was not
actually included in decision making as a manager despite the language of
the operating agreement). All of these individual defendants are alleged to be
alter egos of Element.
9
“The elements of a claim for breach of fiduciary duty are (1) the
existence of a fiduciary relationship, (2) its breach, and (3) damage
proximately caused by that breach.” (Mendoza v. Continental Sales Co. (2006)
140 Cal.App.4th 1395, 1405 (Mendoza).)
In circumstances dictated by statute and case law, members and
managers of limited liability companies can have fiduciary duties to the
company and to other members. (See Corp. Code, § 17704.09; see also
Samuelian v. Life Generations Healthcare, LLC (2024) 104 Cal.App.5th 331,
361.) Those with majority control of closely held corporations or limited
liability companies have a fiduciary duty to treat minority owners equitably
rather than taking advantage of their control to benefit themselves unfairly.
(Schrage v. Schrage (2021) 69 Cal.App.5th 126, 149–150 (Shrage).)
The trial court sustained the demurrer to this cause of action on
the grounds that defendants had no fiduciary duty to plaintiff because
plaintiff was a majority owner of the Company, not a minority owner. This
ruling ignores allegations in the complaint that: (1) plaintiff’s rightful place
in managing the company was ignored by the other managers; (2) Robert Luo
usurped plaintiff’s rightful position as a manager; and (3) defendants
unilaterally reduced plaintiff’s ownership share to 42.18 percent, making her
a minority owner by the time the complaint in this action was filed. The
operative complaint sufficiently alleges duty.
The operative complaint also sufficiently alleges breach of duty
and damages. Defendants excluded plaintiff from the management of the
company despite the language of the operating agreement. Defendants
diverted money from the company’s revenues to benefit themselves and their
interests. Taking the allegations of the operative complaint to be true, harm
10
was suffered by reason of defendants’ conduct. The court erred in sustaining
the demurrer to the breach of fiduciary duty cause of action.
A tricky question not addressed by the court or parties is whether
this cause of action is one properly classified as an individual claim brought
by plaintiff, a derivative claim that should be brought on behalf of the
Company by plaintiff, or a mix of both. “An action is derivative if ‘“the
gravamen of the complaint is injury to the corporation, or to the whole body
of its stock or property without any severance of distribution among
individual holders . . . .”’” (Schuster v. Gardner (2005) 127 Cal.App.4th 305,
313.) For example, “Under California law, ‘a shareholder cannot bring a
direct action for damages against management on the theory their alleged
wrongdoing decreased the value of his or her stock (e.g., by reducing
corporate assets and net worth).’” (Id. at p. 312.)
At least with regard to some of the factual assertions at issue,
plaintiff arguably lacks standing to sue these defendants in her individual
capacity. (Grosset v. Wenaas (2008) 42 Cal.4th 1100, 1108; but see Jara v.
Suprema Meats, Inc. (2004) 121 Cal.App.4th 1238, 1257–1260 [passive
minority shareholder allowed to bring an individual action against the other
owners because the traditional purposes of requiring derivative lawsuits do
not apply “at all when there is only one minority shareholder”].)
The operative third amended complaint does not purport to be a
derivative action (though the second amended complaint did include
derivative claim allegations). On remand, should she wish to do so, plaintiff
shall have leave to reintroduce derivative claims into a fourth amended
complaint.
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IV.
BREACH OF CONTRACT
The operative complaint also alleges Element, Emilie Lee, Jin
Luo, and Robert Luo breached the Company’s operating agreement.4 “[T]he
elements of a cause of action for breach of contract are (1) the existence of the
contract, (2) plaintiff’s performance or excuse for nonperformance, (3)
defendant's breach, and (4) the resulting damages to the plaintiff.” (Oasis
West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.)
The operating agreement, attached to the operative complaint,
was entered by plaintiff and Element to provide for the governance of the
Company. Plaintiff performed her obligations under the contract, including
the contribution of nearly $250,000. Jin Luo and Emilie Lee signed the
contract on behalf of Element. The complaint alleges that Element is the
alter ego of the individual defendants. Element (and the individual
defendants) breached the operating agreement by failing to contribute their
capital share ($1,000), denying plaintiff her right to participate in company
affairs, and incurring contractual expenses in excess of $5,000 without notice
to or permission from plaintiff.
The court erred by sustaining the demurrer as to the breach of
contract cause of action. Similar to the fiduciary duty analysis above, the only
4 The order sustaining the demurrer as to this cause of action
states that “[p]laintiff was not granted leave to amend this cause of action
following the last demurrer.” But the court’s order sustaining a demurrer to
the second amended complaint granted 10 days leave to amend without
differentiating between causes of action. The record does not support the
notion that plaintiff lacked leave to amend the breach of contract action and
we therefore will evaluate whether the third amended complaint states a
breach of contract cause of action.
12
potential shortcoming of plaintiff’s breach of contract cause of action may be
uncertainty as to whether the alleged damages are cognizable as having been
suffered by plaintiff as an individual. Defendants failed to contribute $1,000
to the Company (not plaintiff personally). Defendants incurred obligations
and paid third parties using money owned by the Company (not plaintiff).
Plaintiff shall have leave, should she wish to do so, to amend on
remand to include a derivative claim for the breach of contract cause of action
on behalf of the Company.
V.
CONVERSION
Finally, the operative complaint alleges Element, Emilie Lee, Jin
Luo, and Robert Luo converted property belonging to the Company.5 These
defendants accomplished the alleged conversion by self-dealing and diversion
of resources.
“Conversion is the wrongful exercise of dominion over the
property of another. The elements of a conversion are the plaintiff’s
ownership or right to possession of the property at the time of the conversion;
the defendant’s conversion by a wrongful act or disposition of property rights;
and damages.” (Oakdale Village Group v. Fong (1996) 43 Cal.App.4th 539,
543–544.)
5 The order sustaining the demurrer as to this cause of action
states that “[p]laintiff was not granted leave to amend this cause of action
following the last demurrer.” But the court’s order sustaining a demurrer to
the second amended complaint granted 10 days leave to amend without
differentiating between causes of action. The record does not support the
notion that plaintiff lacked leave to amend the conversion action and we
therefore will evaluate whether the third amended complaint states a
conversion cause of action.
13
The trial court focused on the lack of allegations as to a “specific
sum [of money] capable of identification” as a necessary component of a
conversion cause of action. (Farmers Ins. Exchange v. Zerin (1997) 53
Cal.App.4th 445, 452.) True, the operative complaint lacks allegations as to
specific amounts of money diverted from the Company, as to alleged self-
dealing transactions “channeling quite a sum of money to . . . Element.” But
it is alleged that a payment of $101,941.11, was made to the prior investor,
Cao, in August 2018, and that a $6,305 payment was made to an attorney for
legal services rendered to the defendants. The $101,941.11 is referenced in
the conversion cause of action as a diversion of money “to settle the account
with their prior partner and other individuals for the dealings unknown to
Plaintiff.”
The court erred in concluding a conversion cause of action was
not stated. The causes of action for breach of fiduciary duty or breach of
contract might ultimately prove to be a better fit for these factual allegations.
But alternative theories of recovery are allowed at this stage of the
proceedings. (See, e.g., Mendoza, supra, 140 Cal.App.4th at pp. 1404–1406
[reversing order sustaining demurrer as to both conversion and breach of
fiduciary duty causes of action based on agent not reporting true sales price
to principal, but instead secretly keeping the difference between the reported
sales price and the true sales price].)
As with breach of fiduciary duty and breach of contract, it is also
possible that this cause of action is more suitable as a derivative claim. We
therefore grant leave to amend to plaintiff.
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VI.
LEAVE TO AMEND
Finally, plaintiff claims the court erred by declining to grant
leave to amend the third amended complaint. We have already indicated
leave to amend as to certain causes of action will be provided but include
analysis of this issue separately to provide further explanation of our holding.
It is an abuse of discretion to deny leave to amend if “there is a
reasonable possibility the plaintiff could cure the defect with an amendment.”
(Schifando v. City of Los Angeles (2003) 31 Cal.4th 1074, 1081.) It is the
plaintiff’s burden to demonstrate how the complaint could be amended to
state a cause of action. (Rakestraw v. California Physicians’ Service (2000) 81
Cal.App.4th 39, 43.) To meet this burden, appellants have a “duty to spell out
in [their] brief the specific proposed amendments” that would be made on
remand. (See People ex rel Brown v. Powerex Corp. (2007) 153 Cal.App.4th 93,
112.)
Plaintiff’s opening brief fails to identify any specific amendments
that would be made to the third amended complaint if an opportunity to
amend were provided. Instead, the opening brief vaguely suggests “additional
facts” can be alleged if needed “to cure [any] pleading defects.” Plaintiff
declined to file a reply brief. Plaintiff waived oral argument. Plaintiff did not
provide a record of any oral proceedings at the demurrer hearing (e.g., a
reporter’s transcript), so there is no indication whether plaintiff offered
specific proposed amendments at the hearing. Plaintiff did not seek leave to
amend in the written opposition to the demurrer filed in the trial court. We
decline to provide leave to amend as to the promissory fraud and constructive
fraud causes of action.
15
But in spite of these deficiencies, we hold that leave to amend in
this case is appropriate as to the causes of action for conversion, breach of
contract, and breach of fiduciary duty.
“In assessing whether plaintiffs should be allowed leave to
amend, we determine de novo whether the complaint states facts sufficient to
state a cause of action under any possible legal theory. [Citation.] We are not
limited to plaintiffs’ theory of recovery or ‘“form of action”’ pled in testing the
sufficiency of the complaint.” (City of Dinuba, supra, 41 Cal.4th at p. 870.)
The court’s unduly constrained view of pleading requirements
occluded a difficult question. Recovery against defendants may be merited
under some legal theory if the facts alleged by plaintiff are proven true. But
the surviving causes of action fall in the gray area between claims properly
brought as individual causes of action and those brought as derivative causes
of action. (See Holistic Supplements, LLC v. Stark (2021) 61 Cal.App.5th 530,
541–542 [analyzing case in which plaintiff had suffered both derivative and
individual injuries]; Schrage, supra, 69 Cal.App.5th at p. 149 [“A minority
shareholder may bring a cause of action for breach of fiduciary duty against
majority shareholders as an individual claim or as a derivative claim,
depending on the circumstances”].)
With only two members of the company (plaintiff and Element), it
is possible that the circumstances support a solely individual action against
Element and the other defendants. Plaintiff may stand on these individual
claims on remand. But it is appropriate to allow plaintiff the opportunity to
plead in the alternative and allow the proper division between individual and
derivative theories to be decided later in the lawsuit once the parties’
evidence has been marshalled and their legal theories have been honed.
16
Plaintiff should also be allowed to amend the complaint to
include the Company, Poki Cat Innovations, LLC, as a nominal defendant.
(See Beachcomber Management Crystal Cove, LLC v. Superior Court (2017)
13 Cal.App.5th 1105, 1118.)
DISPOSITION
The judgment is reversed as to defendants Element, Emilie Lee,
Jin Luo, and Robert Luo. The order sustaining the demurrer to the third
amended complaint without leave to amend is reversed with regard to causes
of action for breach of fiduciary duty, breach of the operating agreement, and
conversion. On remand, plaintiff may proceed with the surviving causes of
action in the third amended complaint as currently pleaded. Or plaintiff may,
if she opts to do so, amend the complaint to plead these causes of action as
brought both derivatively on behalf of the Company, Poki Cat Innovations,
LLC, and individually. If plaintiff chooses to amend the third amended
complaint, she shall make clear with regard to each alleged breach whether
she is pursuing an individual theory of recovery, a derivative theory of
recovery, or both theories of recovery in the alternative. The development of
facts in discovery and the application of pertinent case law shall dictate
whether these causes of action are properly adjudicated as derivative claims,
individual claims, or both. If plaintiff amends the complaint to include
derivative claims, plaintiff shall include the Company, Poki Cat Innovations,
LLC, as a nominal defendant in the amended complaint.
The order sustaining the demurrer to the third amended
complaint without leave to amend is affirmed with regard to the causes of
action for promissory fraud and constructive fraud. The judgment of
dismissal is affirmed as to defendant Lin Yun Xiang.
17
In the interests of justice, the parties shall bear their own costs
on appeal. (Cal. Rules of Court, rule 8.278(a)(5).)
DELANEY, ACTING P. J.
WE CONCUR:
GOODING, J.
SCOTT, J.
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