eAsia Outsourcing and Marketing Services vs Nutiva Inc et al

Case Number

Case Type Civil Law & Motion Hearing Date / Time Fri, 08/14/2026 - 10:00 Nature of Proceedings CMC; 3 Demurrers; Pro Hac Vice Application

Tentative Ruling (1) For the reasons stated herein, the demurrer of defendant B. Riley Financial, Inc., to plaintiff's second amended complaint is sustained as to the fourth cause of action, with leave to amend. (2) For the reasons stated herein, the demurrer of defendants Hummingbird Management Partners LLC and Lion Capital LLP to plaintiff's second amended complaint is sustained as to the first, second, and third causes of action, with leave to amend. (3) For the reasons stated herein, the demurrer of defendant Bioriginal Marketing LTD., to plaintiff's second amended complaint is sustained as to the first, second, and third causes of action, with leave to amend. (4) Plaintiff shall file and serve their third amended complaint on or before August 28, 2026. (5) For the reasons stated herein, the application of Thomas Francis Li to appear pro hac vice is granted.

Background: The second amended complaint (SAC) filed in this case by plaintiff eAsia Outsourcing and Marketing Services dba Coconut Republic (Plaintiff) is the operative pleading. As alleged in the SAC: Plaintiff operates out of the Philippines and is in the business of food product exports, wholesale food supply, and retail food distribution of coconut inspired products. (SAC, P.P. 1, 12.) Nutiva, Inc., (Nutiva) is an organic foods importer and distributor that conducts business in California and produces organic and plant-based food. (SAC, P.P. 2, 13.)

Nutiva acquires coconut aminos and coconut teriyaki from Plaintiff to produce its products. (SAC, P. 14.) In 2019 or 2020, Nutiva was acquired by Hummingbird Management Partners (Hummingbird) and Lion Capital LLP, (Lion Capital). (SAC, P. 37.) On February 15, 2022, Plaintiff received from Nutiva Purchase Order Number 0015692 (PO One) for Coconut Aminos Seasoning, and Purchase Order Number 0015694 (PO Two) for Coconut Aminos Teriyaki. (SAC, P. 16.) The total amount owed to Plaintiff by Nutiva for PO One was $644,112, and the total amount owed to Plaintiff by Nutiva for PO Two was $403,200. (SAC, P.P. 17, 18.)

In September 2022, Nutiva informed Plaintiff that it was suffering financial challenges causing a delay in payment for PO One and PO Two, and proposed a payment plan of approximately $5,000 to $10,000 per week after a first partial payment of $50,000 in early December 2022. (SAC, P.P. 19-20.) On or about December 16, 2022, Nutiva made their first partial payment of $50,000, and continued to make sporadic payments through September 29, 2023. (SAC, P.P. 21-22.) Plaintiff received a final payment from Nutiva on September 29, 2023, in the amount of $5,000. (SAC, P. 23.)

The total amount paid by Nutiva to Plaintiff for PO One is $241,542, leaving a balance of $402,570. (SAC, P. 36.) The total amount paid by Nutiva to Plaintiff for PO Two is $172,800, with a balance of $230,400. (Ibid.)

On or about October 25, 2023, Plaintiff discovered that Nutiva was buying the same product from another company located in the Philippines. (SAC, P. 26.) That day, Plaintiff filed a complaint with the Department of Trade and Industry (DTI) to put Nutiva on its watchlist or blacklist for non-payment. (SAC, P. 27.) On or about March 5, 2024, after an investigation, DTI notified Nutiva that they have recommended it be placed on the DTI watchlist of Philippine foreign buyers due to its failure to settle financial obligations. (SAC, P.P. 27-28.)

On or about October 20, 2024, Plaintiff discovered that Nutiva continued to import the Coconut Aminos from another Philippine-based company for the period covering January to June 2024 while at the same time refusing to pay its past due account with Plaintiff. (SAC, P. 30.) On or about October 27, 2024, Plaintiff discovered through a press release from Bioriginal Marketing LTD (Bioriginal), that Nutiva had signed a 10-year exclusive Global Supply Agreement on or around September 30, 2024. (SAC, P.P. 32-33.)

According to that press release, Bioriginal had "'absorb[ed] all Nutiva Supply Chain & Operations staff as it will focus on new product innovation, marketing & sales.'" (SAC, P. 33.) On or about October 30, 2024, Plaintiff sent an email to the President, Vice-President, and Purchasing Manager of Bioriginal informing them of Nutiva's unpaid overdue account with Plaintiff, and providing a copy of the DTI watchlist letter on Nutiva. (SAC, P. 35.) At the time B. Riley Financial, Inc., (B Riley) met with Plaintiff to advise they were restructuring and recapitalizing Nutiva, Plaintiff advised B Riley of the outstanding debt to Plaintiff. (SAC, P. 40.)

Steven Spector (Spector) acted as the assignee on behalf of Nutiva. (SAC, P. 41.) Plaintiff was not provided with a notice to creditors or any notice of that assignment. (Ibid.) On January 5, 2026, Plaintiff filed their SAC against defendants Nutiva, Hummingbird, Lion Capital, B Riley, Bioriginal, and Spector, asserting six causes of action: (1) breach of contract (against Nutiva, Hummingbird, Lion Capital, and Bioriginal); (2) breach of covenant of good faith and fair dealing (against Nutiva, Hummingbird, Lion Capital, and Bioriginal); (3) violations of Business and Professions Code section 17200 et seq. (against Nutiva, Hummingbird, Lion Capital, and Bioriginal); (4) negligence (against B Riley only); (5) breach of fiduciary duty (against Spector only); and (6) negligence (against Spector only).

On March 9, B Riley filed a demurrer to fourth cause of action asserted SAC (the Riley Demurrer), on the grounds that the SAC fails to state facts sufficient to constitute a cause of action against B Riley, is barred, and names the wrong party. On April 10, Hummingbird and Lion Capital (collectively, the Hummingbird Defendants) filed a demurrer to the first, second, and third causes of action of the SAC (the Hummingbird Demurrer), on the grounds that the SAC is uncertain and fails to state facts sufficient to constitute a cause of action.

On April 23, Bioriginal filed a demurrer to the first, second, and third causes of action asserted in the SAC (the Bioriginal Demurrer), on the grounds that the SAC fails to state facts sufficient to constitute a cause of action. On May 27, the default of Nutiva was entered as requested by Plaintiff. On July 7, the Hummingbird Defendants filed notice of a written application by Thomas Francis Li (attorney Li) to appear in this case as counsel pro hac vice (the Li Application). No party has filed an opposition to the Li Application.

On August 3, Plaintiff separately filed oppositions to the Riley Demurrer, the Hummingbird Demurrer, and the Bioriginal Demurrer.

Analysis: (1) The Riley Demurrer "In reviewing the sufficiency of a complaint against a general demurrer, we are guided by long-settled rules. 'We treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law. [Citation.] We also consider matters which may be judicially noticed.' [Citation.] Further, we give the complaint a reasonable interpretation, reading it as a whole and its parts in their context." (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) "If the complaint states a cause of action under any theory, regardless of the title under which the factual basis for relief is stated, that aspect of the complaint is good against a demurrer." (Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 38.)

The grounds for the Riley Demurrer include that the SAC shows B Riley acted as an advisor or consultant in connection with the restructuring and recapitalization of Nutiva, only, and fails to allege the existence of any contract, undertaking, direct communications promising performance, privity, or special relationship between Plaintiff and B Riley. For these reasons, the Riley Demurrer argues, the SAC fails to allege facts giving rise to or imposing any duty on B Riley and to state a cause of action for negligence against B Riley.

In their opposition to the Riley Demurrer, Plaintiff asserts that the SAC shows that the transaction at issue was intended to benefit Plaintiff as a creditor of Nutiva to whom fiduciary duties are owed; that the harm caused to Plaintiff by the failure of B Riley to provide accurate information to the assignee was foreseeable; and that policy weighs in favor of imposing a duty on B Riley. For these reasons, Plaintiff argues, the SAC alleges facts sufficient to show the existence of a special relationship between Plaintiff and B Riley, and a duty owed by B Riley to Plaintiff.

The fourth cause of action for negligence, which is the only cause of action asserted against B Riley, alleges that B Riley is a consultant charged with restructuring and recapitalizing Nutiva; that B Riley had a duty to provide information regarding Plaintiff's claims to Spector who is the assignee for the benefit of creditors; that B Riley failed to advise Nutiva or Spector of the outstanding debt to Plaintiff; and that a result of that conduct, Plaintiff was harmed. (SAC, P.P. 66-69.) A plaintiff in a negligence suit must demonstrate ' "a legal duty to use due care, a breach of such legal duty, and the breach as the proximate or legal cause of the resulting injury." ' [Citation.]" (Vasilenko v.

Grace Family Church (2017) 3 Cal.5th 1077, 1083.) "The question whether a duty of care exists, or should be found, is one of law, and the determination is reached by balancing policy considerations under the circumstances of the particular case. [Citation.]" (Berg & Berg Enterprises, LLC v. Sherwood Partners, Inc. (2005) 131 Cal.App.4th 802, 832 (Berg).) Relevant here based on the allegations of the SAC as to B Riley described above, there exists no "no duty to act to protect others from the conduct of third parties" unless a defendant has a "special relationship" with the other party. (Delgado v.

Trax Bar & Grill (2005) 36 Cal.4th 224, 235; see also Tarasoff v. Regents of University of California (1976) 17 Cal.3d 425, 434 ["legal duties are not discoverable facts of nature, but merely conclusory expressions that, in cases of a particular type, liability should be imposed for damage done."].) "The determination whether in a specific case the defendant will be held liable to a third person not in privity ... involves the balancing of various factors, among which are the extent to which the transaction was intended to affect the plaintiff, the foreseeability of harm to him, the degree of certainty that the plaintiff suffered injury, the closeness of the connection between the defendant's conduct and the injury suffered, the moral blame attached to the defendant's conduct, and the policy of preventing future harm." (Biakanja v.

Irving (1958) 49 Cal.2d 647, 650 (Biakanja).) The SAC shows that Spector is an "assignee for the benefit of creditors" on behalf of Nutiva. (See SAC, P.P. 41, 75.) "[T]he defendant may make a general assignment for the benefit of creditors." (Code Civ. Proc., Sec. 493.020.) For purposes of Code of Civil Procedure section 493.010 et seq., a "'general assignment for the benefit of creditors' means an assignment which satisfies all of the ... requirements[]" of subdivisions (a) through (c) of section 493.010. (Code Civ.

Proc., Sec. 493.010, subd. (a)-(c).) To the extent the SAC alleges that Spector is the assignee for the benefit of Nutiva, Spector's role "is akin to that of a trustee or administrator of an estate who owes fiduciary duties to the estate's beneficiaries." (Berg, supra, 131 Cal.App.4th at p. 825.) Though, for present purposes, the parties do not appear to dispute that the SAC is sufficient to show the existence of a duty owed by Spector to Plaintiff, the allegations described above show that the sole cause of action asserted against B Riley arises from B Riley's role as a consultant to Spector, and a purported failure by B Riley to advise Spector of Nutiva's outstanding debt to Plaintiff.

For the reasons discussed below, and even if the court were to assume without deciding that, under the circumstances alleged in the SAC, B Riley was under a duty to advise Spector of Nutiva's debt to Plaintiff (and the court presently makes no findings in this regard), the allegations of the SAC are insufficient to show that B Riley owes a duty to Plaintiff as a matter of law.

For example, absent from the SAC are any allegations showing why B Riley independently owes a separate duty to any third parties apart from any duties owed by B Riley to Spector, or that B Riley participated in any breach of duty owed by Spector "for [its] own personal financial advantage." (Berg, supra, 131 Cal.App.4th at p. 826 [discussing duties owed by attorney for assignee for the benefit of creditors].) The SAC also does not show that B Riley's role exceeded that of a consultant acting for Spector in connection with the restructuring and recapitalizing of Nutiva. (Id. at pp. 826-827.)

In addition, though the SAC alleges that Plaintiff advised B Riley of the outstanding debt of Nutiva, the SAC does not allege any dates or time frames when the purported assignment by Nutiva was made or was "accepted in writing" by Spector. (See, e.g., Code Civ. Proc., Sec. 493.010 [setting forth requirements for a "general assignment for the benefit of creditors"] & 1902 [describing the time within which the assignee must give written notice of the assignment].) Under these circumstances, and considering that the SAC gives rise to a reasonable inference that Plaintiff was on notice of the assignment and Spector's role as the assignee, there exists some question as to, among other things, whether the harm to Plaintiff was foreseeable and why, and "the closeness of the connection between [B Riley's] conduct and the injury suffered[.]" (Biakanja, supra, 49 Cal.2d at p. 650.)

Because the allegations of the SAC are, for all reasons discussed above, insufficient to show a duty owed by B Riley to Plaintiff, the court will sustain the Riley Demurrer as to the fourth cause of action asserted in the SAC. As the court will sustain the demurrer for the reasons discussed above, it need not reach the additional grounds advanced in the Riley Demurrer, including whether the fourth cause of action is barred by the economic loss rule. (See J'Aire Corp. v. Gregory (1979) 24 Cal.3d 799, 804 ["Where a special relationship exists between the parties, a plaintiff may recover for loss of expected economic advantage through the negligent performance of a contract although the parties were not in contractual privity."].)

For the same or similar reasons discussed above, the SAC does not "show[] on its face that it is incapable of amendment[.]" (King v. Mortimer (1948) 83 Cal.App.2d 153, 158.) Therefore, the court will grant Plaintiff leave to amend. (See also Eghtesad v. State Farm General Ins. Co. (2020) 51 Cal.App.5th 406, 411 [discussing leave to amend an original complaint].) The court has reviewed the proposed order submitted by B Riley and does not intend to sign it.

(2) The Hummingbird Demurrer "The demurrer tests the pleading alone and not the evidence or other extrinsic matters which do not appear on the face of the pleading or cannot be properly inferred from the factual allegations of the complaint. [Citations.] This principle means that if the pleading sufficiently states a cause of action the demurrer cannot be granted on the basis of a showing of extrinsic matters by inference from attached exhibits, affidavits or otherwise except those matters which are subject to judicial notice." (Executive Landscape Corp. v.

San Vicente Country Villas IV Assn. (1983) 145 Cal.App.3d 496, 499.) In the Hummingbird Demurrer, the Hummingbird Defendants attempt to support their contentions and arguments by introducing information regarding the content of records purportedly showing that the total owed under PO One and PO Two is less than the amount alleged in the SAC, and an "ABC sale" which is not alleged in the SAC expressly or by inference. (Memorandum at p. 4, ll. 1-4 & fn. 2; p. 8, fn. 2; & p. 12.) For all reasons discussed above, the court disregards those extrinsic matters which are not proper subjects of judicial notice. (See also Ion Equipment Corp. v.

Nelson (1980) 110 Cal.App.3d 868, 881 [error to rule on matters appearing in a memorandum and not disclosed in the pleadings].) As to the first cause of action asserted in the SAC, the Hummingbird Demurrer asserts that the SAC fails to allege facts showing that the Hummingbird Defendants are parties to any contract between Plaintiff and Nutiva or breached any such contract; that the Hummingbird Defendants acquired or assumed the business, liabilities, or debts; or that the Hummingbird Defendants continued the business of Nutiva.

For these reasons, the Hummingbird Defendants argue, the SAC fails to state facts sufficient to constitute a cause of action for breach of contract. The Hummingbird Demurrer further asserts that the SAC contains internal contradictions in regard to their alleged acquisition of Nutiva in 2019 or 2020; the alleged absorption by Bioriginal in 2024; and the assignment of Nutiva's assets to Spector. For these reasons, the Hummingbird Defendants contend, the SAC is uncertain and unintelligible. A party may object by special demurrer on the grounds that the subject pleading is uncertain. (Code Civ.

Proc., Sec. 430.10, subd. (f).) "A special demurrer for uncertainty is not intended to reach the failure to incorporate sufficient facts in the pleading, but is directed at the uncertainty existing in the allegations actually made." (People v. Lim (1941) 18 Cal.2d 872, 883.) For the reasons discussed herein, the SAC is uncertain as to the purported assumption of Nutiva's debts and liabilities by the Hummingbird Defendants, and the existence and breach of the contract alleged in the SAC as to those defendants. "[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 first cause of action of the SAC alleges that Plaintiff and Nutiva entered into an agreement whereby Nutiva agreed to purchase various coconut-based products from Plaintiff via PO One and PO Two; that the amount owed by Nutiva to Plaintiff for PO One totals $644,112; that the amount owed by Nutiva to Plaintiff for PO Two totals $403,200; that Plaintiff performed all required covenants and conditions by fulfilling and delivering PO One and PO Two except as excused by Nutiva's conduct; and that Nutiva breached the terms of the agreement by failing to pay amounts owed. (SAC, P.P. 43-46.)

The Hummingbird Demurrer does not appear to dispute that those allegations are sufficient to state a cause of action for breach of contract against Nutiva. The SAC further asserts that the Hummingbird Defendants "acquired [Nutiva] assuming its debts and liabilities under the subject agreement by operation of law." (SAC, P. 47.) A reasonable interpretation of the allegations of the SAC, including those described above, shows that the acquisition of Nutiva by the Hummingbird Defendants occurred in 2019 or 2020. (SAC, P. 37.)

Notwithstanding those allegations, the SAC also alleges, expressly and by inference, that the agreement consisting of PO One and PO Two was made with Nutiva on February 15, 2022, and not with the Hummingbird Defendants notwithstanding their alleged acquisition of Nutiva prior to that date. (SAC, P. 16.) As to Plaintiff's contention that the operations of the Hummingbird Defendants are a continuation of Nutiva, apart from alleging that the Hummingbird Defendants acquired Nutiva in 2019 or 2020, absent from the SAC are any allegations showing whether the Hummingbird Defendants have the same shareholders and directors as Nutiva; whether there was a sale or transfer of Nutiva assets to the Hummingbird Defendants; whether an agreement by those defendants to assume Nutiva's debts and liabilities exists; or why any such transfer or sale was for the purpose of avoiding liability for Nutiva's debts and liabilities. (McClellan v.

Northridge Park Townhome Owners Ass'n, Inc. (2001) 89 Cal.App.4th 746, 753-754; see also Blank v. Olcovich Shoe Corp. (1937) 20 Cal.App.2d 456, 461 [discussing circumstances where a new corporation is "but a continuation of the old."].) The uncertainties described above are also demonstrated by allegations which show that, notwithstanding the purported acquisition of the debts and liabilities of Nutiva by the Hummingbird Defendants as alleged in the SAC, Plaintiff received PO One and PO Two from Nutiva; that Nutiva remained obligated to Plaintiff for those purchase orders; that Nutiva informed Plaintiff they were suffering financial challenges; that Nutiva proposed the payment plan described above; and that Nutiva made payments towards PO One and PO Two.

Those allegations suggest that the alleged contract was not made with the Hummingbird Defendants, who are alleged to have acquired Nutiva as of the date that contract was made, and that any liabilities arising from that alleged contract were not assumed by the Hummingbird Defendants. Furthermore, though Plaintiff contends in their opposition to the Hummingbird Demurrer that "Nutiva has been breaking off bits of business in order to stay viable" and that the Hummingbird Defendants "seem[] to have merely acquired a piece of the operations" (Opp. at p. 4, ll. 22-23), those allegations do not appear in the SAC, and are arguably contradicted by the allegations described above which are ostensibly intended to establish, whether expressly or by inference, a basis for the successor liability of the Hummingbird Defendants. (Cleveland v.

Johnson (2012) 209 Cal.App.4th 1315, 1327-1328 [discussing successor liability].) A plaintiff must "set forth the essential facts of his case with reasonable precision and with particularity sufficient to acquaint a defendant with the nature, source and extent of his cause of action." (Youngman v. Nevada Irr. Dist. (1969) 70 Cal.2d 240, 245.) Under the circumstances present here, the ambiguities contained in the SAC and discussed above are sufficiently uncertain that the Hummingbird Defendants "cannot reasonably respond." (Lickiss v.

Financial Industry Regulatory Authority (2012) 208 Cal.App.4th 1125, 1135.) Those uncertainties also raise a question as to whether the SAC states facts sufficient to constitute a cause of action for breach of contract against the Hummingbird Defendants. For all reasons discussed above, the court will sustain the special demurrer of the Hummingbird Defendants to the first cause of action asserted in the SAC on the grounds stated, with leave to amend. As the court will sustain that special demurrer, it need not reach the additional grounds asserted in the general Hummingbird Demurrer at this stage of the proceedings.

The Hummingbird Demurrer asserts that the second cause of action for breach of the implied covenant of good faith and fair dealing also fails to allege a contractual relationship between Plaintiff and the Hummingbird Defendants. "The covenant of good faith and fair dealing, implied by law in every contract, exists merely to prevent one contracting party from unfairly frustrating the other party's right to receive the benefits of the agreement actually made. [Citation.] The covenant thus cannot ' "be endowed with an existence independent of its contractual underpinnings." ' [Citations.]

It cannot impose substantive duties or limits on the contracting parties beyond those incorporated in the specific terms of their agreement." (Guz v. Bechtel Nat. Inc. (2000) 24 Cal.4th 317, 349-350, original italics.) The same reasoning and analysis apply. For the reasons discussed above, the court will sustain the Hummingbird Demurrer to the second cause of action on the grounds stated, with leave to amend.

As to the third cause of action for violation of Business and Professions Code section 17200 et seq., the Hummingbird Demurrer asserts that the SAC identifies no facts establishing unfair, unlawful, or fraudulent conduct by the Hummingbird Defendants. The conduct giving rise to that cause of action is a purported decision by the Hummingbird Defendants not to fulfill or pay the outstanding balance that they are "contractually obligated to fulfill." (SAC, P. 63.) The SAC further alleges that Plaintiff has suffered due to the Hummingbird Defendants' decision to purchase items from a different company instead of paying down the balances owed. (Ibid.)

Business and Professions Code section 17200 et seq. (the Unfair Competition Law or UCL) "broadly" defines the term "unfair competition" to include "any unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising and any act prohibited by Chapter 1 (commencing with Section 17500) of Part 3 of Division 7 of the Business and Professions Code." (Bus. & Prof. Code, Sec. 17200; Gregory v. Albertson's, Inc. (2002) 104 Cal.App.4th 845, 850-851.) "A breach of contract ... may form the predicate for a UCL claim, ' "provided it also constitutes conduct that is 'unlawful, or unfair, or fraudulent.' " [Citations.]' [Citation.]" (Arce v.

Kaiser Foundation Health Plan, Inc. (2010) 181 Cal.App.4th 471, 489.) The SAC does not allege conduct by the Hummingbird Defendants that violates a statute or regulation; facts showing that "members of the public are likely to be deceived" by any statements or conduct by those defendants; or that Plaintiff was " 'motivated to act or refrain from action based on the truth or falsity' " of any statement by the Hummingbird Defendants. (Long Beach Memorial Medical Center v. Kaiser Foundation Health Plan, Inc. (2021) 71 Cal.App.5th 323, 342 [discussing elements of a claim "under the unlawful prong of the unfair competition law"]; Chern v.

Bank of America (1976) 15 Cal.3d 866, 876 [same re fraudulent conduct]; Graham v. Bank of America, N.A. (2014) 226 Cal.App.4th 594, 614 [same].) "The UCL does not define the term 'unfair.'" (Gray v. Dignity Health (2021) 70 Cal.App.5th 225, 238.) " '[A] business practice is unfair within the meaning of the UCL if it violates established public policy or if it is immoral, unethical, oppressive or unscrupulous and causes injury to consumers which outweighs its benefits. [Citations.] The determination whether a business practice is unfair " ' "involves an examination of [that practice's] impact on its alleged victim, balanced against the reasons, justifications and motives of the alleged wrongdoer.

In brief, the court must weigh the utility of the defendant's conduct against the gravity of the harm to the alleged victim.... [Citations.]" [Citation.]' " ' [Citation.]" (Nolte v. Cedars-Sinai Medical Center (2015) 236 Cal.App.4th 1401, 1407-1408.) As to whether the SAC alleges unfair conduct by the Hummingbird Defendants in connection with the purported breach of a contract, the same reasoning and analysis apply. Moreover, the generic allegations of a purported contract with, and breach of that contract by, the Hummingbird Defendants further discussed above are insufficient, by themselves, to show a violation of public policy, or immoral, unethical, oppressive, or unscrupulous by the Hummingbird Defendants.

The SAC also does not allege facts showing any injury to any other persons as a result of that conduct. For all reasons discussed above, the court will sustain the Hummingbird Demurrer to the third cause of action for violation of the UCL, with leave to amend.

(3) The Bioriginal Demurrer The points advanced in the Bioriginal Demurrer are substantively similar if not the same as those further discussed above in regard to the first, second, and third causes of action asserted in the SAC. Noted above, the SAC alleges only that the "staff" of Nutiva was "absorbed" by Bioriginal on September 30, 2024, after the date Plaintiff received PO One and PO Two from Nutiva. The same reasoning and analysis apply. For the same or similar reasons discussed above, the court will sustain the Bioriginal Demurrer to the first, second, and third causes of action asserted in the SAC, with leave to amend.

(4) The Li Application "A person who is not a licensee of the State Bar but who is an attorney in good standing of and eligible to practice before the bar of any United States court or the highest court in any state, territory, or insular possession of the United States, and who has been retained to appear in a particular cause pending in a court of this state, may in the discretion of such court be permitted upon written application to appear as counsel pro hac vice, provided that an active licensee of the State Bar is associated as attorney of record." (Cal.

Rules of Court, rule. 9.40(a).) The Li Application shows that attorney Li resides in Mineola, New York. (Li Dec., P. 1; Cal. Rules of Court, rule 9.40(a)(1).) There is no information or evidence to suggest that attorney Li is "[r]egularly employed in" or "[r]egularly engaged in substantial business, professional, or other activities in the State of California." (Li Dec., P. 6; Cal. Rules of Court, rule 9.40(a)(2), (3).) The court also has no record showing that attorney Li has made repeated appearances under California Rules of Court, rule 9.40. (Cal Rules of Court, rule 9.40(b).)

The Li Application is verified, and the attached proof of service shows or suggests that the Li Application, together with notice of the hearing on that application, was served on all parties who have appeared in this case and the State Bar at its San Francisco office. (Li Application at pdf pp. 6-7; Cal. Rules of Court, rule 9.40(c)(1).) The notice of hearing also appears to have been given within the time prescribed in Code of Civil Procedure section 1005. (Ibid.) The Li Application states attorney Li's residence and office addresses in New York; identifies the courts to which attorney Li has been admitted to practice and the dates of each admission; and shows that attorney Li is a licensee in good standing in those courts and is not currently suspended or disbarred in any court. (Li Dec., P.P. 1-5; Cal.

Rules of Court, rule 9.40(d)(1)-(5).) Attorney Li states that they filed an application to appear pro hac vice in Superior Court of Los Angeles County case no. 24SMCV03867 entitled Leonard H. Lyons v. Sara Ledterman, which was granted on November 18, 2025. (Li Dec., P. 7; Cal. Rules of Court, rule 9.40(d)(5).) The Li Application also shows that attorney Li is associated with Lewis Zirogiannis, who is counsel of record for the Hummingbird Defendants and who is an active licensee of the State Bar. (Li Dec., P. 8; Cal Rules of Court, rule 9.40(d)(6).)

The Li Application includes the address and telephone number of attorney Zirogiannis. (Ibid.) In support of the Li Application, attorney Zirogiannis states that attorney Li has been assisting them with the substantive issues in the case, and that the Hummingbird Defendants seek to have attorney Li serve as their counsel for the matter. (Zirogiannis Dec., P. 2.) For all reasons discussed above, the Li Application is procedurally compliant and sufficient to show that attorney Li is eligible to appear as counsel pro hac vice under California Rules of Court, rule 9.40.

Therefore, and for all reasons discussed above, the court will exercise its discretion to grant the Li Application, and to permit attorney Li to appear in this case as counsel pro hac vice.

Tentative Ruling: Kelsey Maganaris vs Jacob Rider, DDS et al

Tentative Ruling: Kelsey Maganaris vs Jacob Rider, DDS et al