Phillipe Nodet v. WMH Project, Inc., et al.

Case No.: 26STCV02672 Hearing Date: August 28, 2026

[TENTATIVE] order RE: plaintiff's motion for leave to file first amended complaint | | | BACKGROUND

On January 27, 2026, Plaintiff Phillipe Nodet filed this action against Defendants WMH Project, Inc., Frank Chaud, Marc Fischer, and Alexandre Chabason.

On May 4, 2026, the Court granted the motions to quash service of summons filed by Defendants Chaud, Fischer, and Chabason.

On July 13, 2026, Plaintiff filed the instant motion for leave to file a first amended complaint. Defendant WMH Project, Inc. filed an opposition on August 17, 2026. Plaintiff filed a reply on August 21, 2026.

LEGAL STANDARD

The court may, in furtherance of justice, and on such terms as may be proper, allow a party to amend any pleading. (Code Civ. Proc, Sec.Sec. 473(a), 576.)

Courts must apply a policy of liberality in permitting amendments at any stage of the proceeding, including during trial, when no prejudice to the opposing party is shown. (Duchrow v. Forrest (2013) 215 Cal.App.4th 1359, 1377.)

In determining the extent of prejudice to the opposing party, the court must consider various factors, such as whether the amendment would delay trial or increase the discovery burden. (Demetriades v. Yelp, Inc. (2014) 228 Cal.App.4th 294, 306.)

A motion for leave to amend a complaint must be accompanied by a declaration that explains: (1) the effect of the amendment; (2) why the amendment is necessary and proper; (3) when the facts giving rise to the amended allegations were discovered; and (4) the reasons why the request for amendment was not made earlier. (Cal. Rules of Ct., Rule 3.1324(b).)

An amendment is properly denied "when offered after long unexplained delay or on the eve of trial." (Royal Thrift & Loan Co. v. County Escrow, Inc. (2004) 123 Cal.App.4th 24, 41.)

DISCUSSION

Whereas the original complaint primarily concerns inadequate compensation and wrongful termination, the proposed FAC adds claims for (1) breach of fiduciary duty, (2) fraud, (3) breach of fiduciary duty--derivative, and (4) unjust enrichment--derivative. The proposed FAC also names Chaud, Fischer, Chabason, WMH Project SAS, and WMH&Co as new defendants. [1] (Spolsky Decl. P.P. 5-11, Ex. B.)

Plaintiff contends that the amendment is necessary "to encapsulate all conduct of the Defendants into one cohesive Complaint which will allow expeditious litigation of the damages Plaintiff has suffered." (Id., P. 12.)

The amendment is derived from additional information obtained by Plaintiff since the motions to quash were granted on May 4, 2026. (Id., P.P. 11, 15, 18.) This includes information contradicting the declarations submitted in support of the motions to quash and information on wrongdoing committed after the motions were heard. (Ibid.) This demonstrates good cause for the amendment.

The Court notes that Plaintiff filed this motion only six months after filing the original complaint and had attempted to file an amended complaint even earlier, on April 6, 2026, which was rejected on procedural grounds.

The Court finds no unreasonable delay and finds that Defendant WMH Project, Inc. would not suffer undue prejudice from the amendment. The "prejudice" articulated in the opposition amounts to the ordinary burden of defending against additional claims. Defendant has not been deprived of the ability to disprove the allegations, and it is not automatically subject to the liability of another entity just because the FAC pleads joint liability. Defendant's arguments fail to identify any real prejudice that would warrant denying the motion.

Lastly, Defendant's contentions regarding the purported futility of the amendment are better addressed on a dispositive motion. These arguments "do not make [Plaintiff's] proposed first amended complaint futile in its entirety, justifying outright denial of the proposed amendment." (See Jo Redland Trust, U.A.D. 4-6-05 v. CIT Bank, N.A. (2023) 92 Cal.App.5th 142, 167.) "[T]he preferable practice would be to permit the amendment and allow the parties to test its legal sufficiency by demurrer, motion for judgment on the pleadings or other appropriate proceedings." (Kittredge Sports Co. v. Superior Court (1989) 213 Cal.App.3d 1045, 1048.)

CONCLUSION

Plaintiff's motion for leave to file a first amended complaint is GRANTED. [1] Plaintiff purports to re-name Chaud, Fischer, and Chabason as defendants, even though these individuals were never dismissed. The Court only quashed service of summons. Case Number: 26STCV03209 Hearing Date: August 28, 2026 Dept: 406 DAMIAN GONZALEZ, Plaintiff, v. CLAY DUNN ENTERPRISES, INC., Defendant. |