William Lyng v. The Boeing Company, et al.

Defendant Kedren Community Health Center, Inc. to serve notice of ruling. This tentative ruling ("TR") shall be the order of the Court unless changed at the hearing and shall by this reference be incorporated into the Minute Order. TR emailed to counsel and posted to court webside on 8/31/26 at 2 p.m.

9:15 a.m., Tuesday, Sept. 1, 2026 WILLIAM LYNG v. THE BOEING COMPANY, et al. [25STCV36330] DEFENDANT RIVERON CONSULTING, LLC'S DEMURRER TO THE SECOND AMENDED COMPLAINT MEET AND CONFER: OK. Satisfies CCP 340.41 TIMELINE: Employment contract and Labor Code dispute 2/2019: Defendant Alatus Aerosystems ("Alatus"), an aerospace manufacturer, hires Plaintiff William Lyng ("Plaintiff") as a financial consultant. Defendant The Boeing Company ("Boeing") is a one of Alatus's primary customers. 3/18/2021: Plaintiff is hired to work full time as Alatus's Chief Financial Officer ("CFO") with a base salary of $400,000 per year pursuant to an Executive Employment Agreement (the "EEA"). 9/2021: The EEA is amended to provide 24 months of severance pay in the event that Plaintiff is terminated, applicable to all of Alatus's affiliates and/or assignees. (SAC, Exh.

A.) Plaintiff negotiates the amended EEA with Alatus director James Lee, Alatus CEO Scott Holland, and outside counsel. 12/6/2021: Boeing exercises a proxy vote regarding Alatus's outstanding debt (which Boeing purchased in 2021), causing a change in Alatus's corporate control. In doing so, Boeing removed multiple directors from their positions at Alatus and elected Mr. Lee as Alatus's sole director. Jeff Zapone, an employee and executive of Defendant Riveron Consulting, LLC ("Riveron"), is appointed as the Chief Restructuring Officer ("CRO") and Chief Executive Officer ("CEO") of Alatus.

Riveron is allegedly the "agent, employee, and/or alter ego" of Alatus and a subsidiary and/or third-party administrator of Boeing. [1] On the same day, Jon Randell (a Boeing executive) contacts Plaintiff and informs him that Boeing had purchased all of Alatus's debt. Mr. Randell explains that Boeing now controls Alatus's operations and executive functions. Mr. Randell also explains that Boeing had appointed Riveron to assume day-to-day control over Alatus on Boeing's behalf. Additionally, Mr. Randell tells Plaintiff that Boeing intends to place Plaintiff on administrative leave.

Mr. Zappone, acting as an agent for Riveron, was also on the call. Mr. Zappone and Mr. Lee give the directive to suspend Plaintiff as CFO and to replace him with Kurt Hedderich, a Riveron employee, as acting CFO. 12/15/2021: Mr. Hedderich requests that

Plaintiff return his Alatus equipment, including his phone and computer. 12/31/2021: Plaintiff receives his regular biweekly paycheck in the amount of $10,234.94. However, when Plaintiff attempts to deposit the check, the bank returns the check for insufficient funds. Thus, Plaintiff receives no wages while he is on administrative leave (through January 2022). 1/26/2022: Mr. Zappone (acting as CRO of Alatus, employee of Riveron, and at the direction of Boeing) terminates Plaintiff, citing "willful failure to follow directives" and "failure to perform duties," even though Plaintiff had been prevented from performing his duties when he was cut off from access to company information and equipment.

May 2022: Plaintiff initiates arbitration against Alatus with the American Arbitration Association ("AAA") pursuant to the parties' Arbitration Agreement. The matter is assigned to Arbitrator Eric Epstein, Esq. (the "Arbitrator"). Alatus pays all fees associated with arbitration and participates in the arbitration proceedings for nearly three years. February 2025: The Arbitrator grants Plaintiff's motion to amend the arbitration complaint to add Boeing and Riveron as Respondents. Notably, both Boeing and Riveron had opposed the motion on the grounds that they were not signatories to the Arbitration Agreement.

April 2025: Alatus informs the Arbitrator that as a result of an executed General Assignment for the Benefit of Creditors, Alatus would no longer participate in the arbitration. On 8/7/2025, AAA provided Defendant(s) with an invoice for arbitration fees, which Defendant(s) fail to pay within 30 days. Thereafter, the arbitration is dismissed. 12/12/2025: Plaintiff files the Complaint. Plaintiff files the First Amended Complaint ("FAC") on 3/30/2026. [2] The operative Second Amended Complaint ("SAC"), filed 6/22/2026, alleges causes of action for: 1.

Breach of Written Contract (EEA) 2. Failure to Pay Contractual Wages 3. Failure to Pay Wages Due at Time of Discharge 4. Failure to Provide Accurate Wage Statements 5. Unlawful Business Practice in Violation of Business and Professions Code section 17200 6. Breach of Written Contract (Arbitration Agreement) 8/4/2026: Riveron files this demurrer to the SAC, which is followed by Plaintiff's Opposition (8/19/2026) and Riveron's Reply (8/25/2026). 8/17/2026: The Court overrules Boeing's demurrer to each cause of action in the SAC.

TENTATIVE RULING: DEFENDANT RIVERON CONSULTING, LLC'S DEMURRER TO THE SECOND AMENDED COMPLAINT is OVERRULED in part and SUSTAINED without leave to amend in part. I. RIVERON'S DEMURRER TO THE SAC Riveron demurs to all six causes of action alleged in the SAC pursuant to Code of Civil Procedure section 430.10, subdivisions (e) and (f). A. 1 st Cause of Action: Breach of the EEA -- OVERRULED Riveron argues that Plaintiff fails to adequately allege that Riveron was a party to the EEA, and thus, Riveron could not have breached the EEA. (Mot., at p. 7.)

In the SAC, Plaintiff alleges that he entered into the EEA with Alatus in March 2021 when he was hired as Alatus's CFO and that the EEA was later amended in September 2021. (SAC, P.P. 22-23, 81, Exh. A.) Plaintiff negotiated the terms of the EEA with Alatus's director and CEO, along with outside counsel. (Id. P. 25.) There are no allegations in the SAC to suggest that Riveron was involved in the negotiations or formation of the EEA between Plaintiff and Alatus in any way. While Plaintiff concedes that Riveron was not a direct contracting party to the EEA, he argues that Riveron must be bound to this contract as a joint employer with Alatus and Boeing, as an "Affiliate" of Alatus and Boeing under the EEA, and as an alter ego of Alatus and Boeing. (Opp., at pp. 3-5.)

First, Plaintiff argues that Riveron is liable to Plaintiff as a joint employer of Alatus and Boeing. (Opp., at p. 7; SAC, P.P. 3, 6.) "'Joint employment occurs when two or more persons engage the services of an employee in an enterprise in which the employee is subject to the control of both.'" (Mattei v. Corporate Management Solutions, Inc. (2020) 52 Cal.App.5th 116, 123 (Mattei).) "[A] joint employer shares the direct employer's legal obligations, and thus claims against a joint employer are intertwined with the direct employer's obligations." (Gonzalez v.

Nowhere Beverly Hills LLC (2024) 107 Cal.App.5th 111, 125.) "A joint employer liability claim ... involves a person or entity that is alleged to share the legal obligations of another employer by exercising significant control over the other employer's employees." (Mejia v. Roussos Construction, Inc. (2022) 76 Cal.App.5th 811, 820.) To be considered a joint employer, a defendant must exercise control over the wages, hours, or working conditions of an employee. (Martinez v. Combs (2010) 49 Cal.4th 35, 76; accord Mattei, supra, 52 Cal.App.5th at p. 123.) "[A] person can be a joint employer [even] without exercising direct control over the employee." (Medina v.

Equilon Enterprises, LLC (2021) 68 Cal.App.5th 868, 879 (Medina).) That is, "[i]f the putative joint employer ... exercises enough control over the intermediary entity to indirectly dictate the wages, hours, or working conditions of the employee, that is a sufficient showing of joint employment." (Ibid.) Here, Plaintiff alleges that Riveron was instructed by Boeing to "take over the

management functions and authority of Alatus employees, to terminate Plaintiff Lyng, and to assume executive CFO authority over Alatus." (SAC, P. 55.) Plaintiff further alleges that Riveron had interrelated operations with Alatus and Boeing, and centralized control of labor relations, management, finances, and both "executive and non-executive functions" at Alatus. (Id. P.P. 6, 42.) After Boeing took control of Alatus, Riveron was appointed to "assume day-to-day executive control of Alatus" on behalf of Boeing. (Id.

P. 29.) Specifically, Plaintiff alleges that Riveron's employees acted as supervisors and managing agents for Alatus and managed the operations of Alatus on behalf of and for the exclusive benefit of Boeing. (Id. P.P. 3, 64.) For example, Riveron employee and executive agent Jeff Zappone served as the CRO and the CEO of Alatus and "exercised managerial control over Alatus's operations and personnel decisions, including the decision to terminate Plaintiff" and the decision to place Plaintiff on administrative leave. (Id.

P.P. 3, 28, 30-33, 41.) Plaintiff specifically alleges that Mr. Zappone was acting in his capacity as an agent for Riveron. (Id. P. 33.) Further, Riveron employee Kurt Hedderich was also named as the new CFO of Alatus. (Id. P.P. 32, 35-36.) Assuming the truth of these allegations, Plaintiff has adequately alleged facts to show that Riveron held significant control over the corporate management and day-to-day personnel decisions of Plaintiff's employment, including direct decision-making powers with respect to Plaintiff's working conditions, administrative leave, and ultimate termination.

For pleading purposes, these allegations are sufficient to demonstrate that Riveron was acting as Plaintiff's joint employer. (See e.g. Mattei, supra, 52 Cal.App.5th at p. 123.) Further, under Medina, it can also be argued that Riveron's direct control over the intermediary entity, Alatus, who indisputably employed Plaintiff is sufficient at the pleading stage to show that Riveron was Plaintiff's joint employer. (Medina, supra, 68 Cal.App.5th at p. 879.) Even so, joint employer status, standing alone, is insufficient to support a finding of contractual privity between Plaintiff and Riveron.

Second, Plaintiff argues that Riveron can be held liable for Alatus's obligations under the EEA as an "Affiliate" of Alatus (and Boeing, to the extent it is also an Affiliate of Alatus). (Mot., at p. 8; SAC, P.P. 11, 23-24.) Section 1.1 of the EEA defines "Affiliate" as "any Person directly or indirectly controlling or controlled by or under the direct or indirect common control with such Person. For purposes of this definition, 'control' when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise." (SAC, Exh.

A, Sec. 1.1, italics added.) As described above, the allegations in the SAC suggest that Riveron's employees, acting in their capacity as agents of Riveron, exercised extensive control over Alatus's management, labor relations, and finances. (SAC, P.P. 3, 6, 28-29, 30-36, 41-42, 55, 64.) Assuming the truth of these allegations, the Court finds that Plaintiff has alleged sufficient facts to show that Riveron falls within the definition of an "Affiliate" under the EEA. Moreover, Section 12 of the EEA further provides that the EEA "shall be binding upon and benefit the parties hereto, and their respective heirs, successors or assigns" and that the term "Company" in the EEA "shall be deemed to include the successors and assigns of the original or any subsequent entity constituting the Company as well as any and all divisions, subsidiaries, or

affiliates thereof." (SAC, Exh. A, Sec. 12, italics added.) Construing this provision most favorably for Plaintiff as applying to all "affiliates" of Alatus, the Court finds that the parties intended for Riveron, as a controlling "Affiliate" of Alatus, to fall within the definition of the "Company" in the EEA. [3] Third, Plaintiff seeks to hold Riveron liable as an alter ego of Alatus and Boeing. (Opp., at p. 10; SAC, P.P. 3, 5, 11-12.) "In California, two conditions must be met before the ¿ alter ¿ ego ¿ doctrine will be invoked.

First, there must be such a unity of interest and ownership between the corporation and its ¿ equitable ¿ owner that the separate personalities of the corporation and the shareholder do not in reality exist. Second, there must be an inequitable result if the acts in question are treated as those of the corporation alone. " (Sonora Diamond Corp. v. Superior Court ¿ (2000) 83 Cal.App.4th 523, 538 ¿ (Sonora Diamond).) ¿ When evaluating alter ego liability, courts may consider various factors including the commingling of funds and other assets, identical equitable ownership ¿ or identical directors and officers, ¿ the " use of one ¿ as a mere shell or conduit for the affairs of the other," inadequate capitalization, disregard of corporate formalities, ¿ and ¿ lack of segregation of corporate records. (Id. at pp. 538-539.) ¿ "No single factor is determinative, and instead a court must examine all the circumstances to determine whether to apply the doctrine." (Zoran Corp. v.

Chen (2010) 185 Cal.App.4th 799, 812 (Zoran).) Here, the Court finds that the SAC does not include sufficient facts to establish the elements of the Sonora Diamond test for alter ego liability with respect to Riveron's relationship with Alatus or Boeing. Plaintiff relies on vague group pleading and conclusory allegations to suggest that the "Defendants" acted as "mere shells and instrumentalities" of the others. (SAC, P.P. 6, 12.) Other than the significant corporate control over Alatus exercised by Riveron, Plaintiff identifies no other factors showing a "unity of interest and ownership" between the entities, such as the commingling of funds, equitable ownership, disregard of corporate formalities, etc. (Id.

P.P. 28-29, 42, 55, 58, 63.) This Court previously held that Plaintiff alleged sufficient facts to infer an alter ego relationship between Alatus and Boeing. (See Minute Order, 8/17/2026.) Plaintiff now relies on the conduct of Boeing, often acting through Riveron, to extend this alter ego inference to Riveron itself. (Opp., at p. 12-13.) However, the alter ego analysis is an inherently fact-specific inquiry for each pair of entities and Plaintiff cites no legal authority suggesting that the alter ego status of multiple entities in a related group automatically extends alter ego status to all members of that group. (See e.g.

Zoran, supra, 185 Cal.App.4th at p. 812.) For example, unlike in Boeing's case, Plaintiff does not allege any facts to suggest a unity of ownership between Riveron and Alatus. At most, the SAC suggests that Riveron was acting as Plaintiff's joint employer and as an agent of Boeing for the purpose of restructuring and administrating the business operations of Alatus, rather than an "alter ego" of either Boeing or Alatus. (SAC, P.P. 3, 28, 30-31, 54-55.) In any event, Riveron's alleged status as a joint employer of Plaintiff and an "Affiliate" of Alatus based on Riveron's substantial control over Alatus's operations in the final few months of

Plaintiff's employment are together sufficient to suggest that Riveron was acting as Plaintiff's putative employer at the time the EEA was breached. Plaintiff also specifically alleges that Riveron was aware of the EEA while acting as his employer. (SAC, P. 35.) At minimum, although Riveron is not a direct signatory to the EEA, principles of equitable estoppel may permit a finding that Alatus's obligations under the EEA should be extended to Riveron based on Riveron's status as an "Affiliate" of Alatus, Riveron's knowledge of the EEA, and Riveron's actions stepping into the shoes of Alatus to act as Plaintiff's employer.

For pleading purposes, Plaintiff has alleged sufficient facts to conclude that it would be equitable to find the EEA binding upon Riveron pursuant to Sections 1.1 and 12 of the EEA. Whether Riveron intended to be bound by Alatus's contractual obligations when stepping into Alatus's shoes is a question of fact that should not be resolved at the demurrer stage. Therefore, the Court finds that Plaintiff's first cause of action against Riveron is sufficiently pled. B. 6 th Cause of Action: Breach of the Arbitration Agreement -- SUSTAINED without leave to amend Riveron argues that Plaintiff fails to adequately allege that Riveron was a party to the Arbitration Agreement. (Mot., at p. 7.)

Like the EEA, the Arbitration Agreement was originally executed between Plaintiff and Alatus before Riveron became involved in the management and control of Alatus. (SAC, P.P. 69, 119-120, Exh. B.) There are also no allegations in the SAC to suggest that Riveron was involved in the negotiations or formation of the Arbitration Agreement between Plaintiff and Alatus. Although Riveron was not a direct contracting party to the Arbitration Agreement, Plaintiff responds that the Arbitration Agreement is enforceable against Riveron for the same reasons identified above with respect to the EEA. (Opp., at pp. 14-15; see supra, Section I.A.)

Unlike the EEA, however, the Arbitration Agreement does not appear to specifically include Alatus's affiliates (like Riveron and Boeing) within the definition of the "Company," who is a direct party to the agreement. (SAC, Exh. B, Sec. 7.5.) This leaves Plaintiff's joint employment theory as the sole basis to enforce the Arbitration Agreement against Riveron, which is insufficient as a matter of law. Therefore, the Court finds that Plaintiff's sixth cause of action against Riveron is insufficiently pled.

C. 2 nd, 3 rd, and 4 th Causes of Action: Failure to Pay Contractual Wages, Failure to Pay Wages Due at Time of Discharge, and Failure to Provide Accurate Wage Statements -- SUSTAINED without leave to amend Plaintiff's claims against Riveron for various Labor Code violations are insufficiently

pled. Riveron argues that Plaintiff's wage-and-hour claims are each barred by the applicable statutes of limitations. (Mot., at p. 15.) As the Court held in its prior ruling on Riveron's demurrer to the FAC, Plaintiff's second and third causes of action are both governed by the three-year limitations period set forth under Code of Civil Procedure section 338, subdivision (a) and Plaintiff's fourth cause of action is governed by the one-year limitations period set forth under Code of Civil Procedure section 340, subdivision (a).

The allegations in the SAC remain consistent with the Court's prior finding that Plaintiff's wage-and-hour claims accrued no later than January 26, 2022 when Plaintiff's employment was terminated. (SAC, P.P. 40, 84.) Nevertheless, Plaintiff failed to file this lawsuit until December 12, 2025, almost four years later. (See Compl., generally.) Thus, Plaintiff's claims for violations of the Labor Code are time barred. Plaintiff briefly suggests that the limitations periods for his Labor Code claims were tolled during the pendency of the arbitration proceedings with Alatus. (Opp., at p. 6.)

Not only has Plaintiff failed to allege this tolling theory on the face of the SAC, but Plaintiff also fails to demonstrate how the arbitration proceedings had any impact on his Labor Code claims against Riveron, given that Plaintiff fails to demonstrate that the Arbitration Agreement is enforceable against Riveron and given that he does not allege that Riveron ever made a general appearance in the arbitration proceedings. (See Rep., at p. 10.) Further, the Court previously sustained Plaintiff's demurrer to these causes of action in the FAC against Riveron on the same grounds, yet Plaintiff failed to allege any additional facts in the SAC which demonstrate that his claims should not be time-barred.

Therefore, the Court finds that Plaintiff's second, third, and fourth causes of action against Riveron are insufficiently pled. D. 5 th Cause of Action: Violation of the UCL -- SUSTAINED without leave to amend Although Riveron's memorandum of points and authorities does not specifically address Plaintiff's UCL claim, Riveron does include the fifth cause of action as a basis for this demurrer in its notice papers. Thus, Plaintiff had sufficient notice that Riveron intended to challenge this cause of action.

Because Plaintiff's UCL claim is wholly derivative of Plaintiff's wage-and-hour claims under the Labor Code, the Court finds that Plaintiff's UCL claim necessarily fails because the underlying Labor Code claims are inadequately pled. (See SAC, P. 115.) II. REQUEST FOR JUDICIAL NOTICE Plaintiff requests judicial notice of the following court documents filed in the matter of Scott Holland v. Alatus Aerosystems, et al. (Case No. 25STCV38071): (1) Complaint for Damages (dated 12/29/2025), (2) Boeing's Demurrer to the Complaint (dated 3/2/2026), and (3) Court Order on Boeing's Demurrer (dated 5/2/2026). (RJN, Exhs. 1-3.)

The Court takes judicial notice of the existence of these court filings pursuant to Evidence Code section 452, subdivision (d).

Defendant Riveron Consulting, LLC to serve notice of ruling. This tentative ruling ("TR") shall be the order of the Court unless changed at the hearing and shall by this reference be incorporated into the Minute Order. TR emailed to counsel and posted to court website on 8/31/26 at 2 p.m. [1] Riveron contends it is not a subsidiary of Boeing, relying on Boeing's 2025 annual report which Riveron fails to attach to any declaration or request for judicial notice. (See Mot., at p. 3, fn. 3.) Even so, the specific nature of the relationship between Riveron and Boeing remains a factual question that cannot be resolved on the pleadings. [2] On 5/29/2026, the Court sustains Boeing and Riveron's demurrers to each cause of action in the FAC with leave to amend. [3] To the extent that Riveron raises new arguments related to Riveron's status as an "Affiliate" for the first time in its Reply, the Court will disregard such arguments because Plaintiff has not had a fair opportunity to respond. (See Rep., at p. 8.) | Home -->)" -->