NGUYEN VS. NGUYEN

Reina and Premier. Thus, this cause of action is stayed as the issue is within the Alameda court’s exclusive jurisdiction.

9. NGUYEN VS. NGUYEN 2026-01560555 DEMURRER TO COMPLAINT Defendants Lavie Tue Nguyen, Vincent Nguyern, VSCosmetics Corporation, Lavie Home Shopping LLC, and Lavie Home Shopping Corporation’s Demurrer to Plaintiff Nhat Alexander Nguyen’s Complaint is OVERRULED in part and SUSTAINED in part with 20 days leave to amend.

Timeliness of Opposition

Defendants’ note Plaintiff’s opposition was untimely as it was served on 8/28/26, but due on 8/25/26 pursuant to Code of Civil Procedure section 1005, subdivision (b).

The court has discretion to accept or reject late-filed or served papers. (See Rancho Mirage Country Club Homeowners Assn. v. Hazelbaker (2016) 2 Cal.App.5th 252, 262 [citing to Cal. Rules of Court, rule 3.1300, subd. (d); Bozzi v. Nordstrom, Inc. (2010) 186 Cal.App.4th 755, 765 [citations omitted].)

As Defendants have filed a reply addressing the merits of the opposition and do not contend to be prejudiced by its untimely service, the Court considers the late-filed opposition. In the future, the Court may decline to consider documents not filed and served in compliance with Code of Civil Procedure section 1005, subdivision (b).

Direct versus Derivative Action

Defendants contend Plaintiff’s complaint is defective as “Plaintiff’s allegations repeatedly concern depletion of LLC funds, misuse of LLC inventory, and reduction of LLC enterprise value.” (Dem. at 6:11-12) and Plaintiff has not properly pled a derivative action.

Plaintiff contends his “injury is personal, out-of-pocket, and distinct from any injury to the entity.” (Opp. at 8:1.)

“An action is deemed derivative ‘if the gravamen of the complaint is injury to the corporation, or to the whole body of its stock and property without any severance or distribution among individual holders, or it seeks to recover assets for the corporation or to prevent the dissipation of its assets.’ When a derivative action is successful, the corporation is the only party that benefits from any recovery; the shareholders derive no benefit ‘except the indirect benefit resulting

from a realization upon the corporation’s assets.’” (Schrage v. Schrage (2021) 69 Cal.App.5th 126, 150 [cleaned up].)

“‘The stockholder’s individual suit, on the other hand, is a suit to enforce a right against the corporation which the stockholder possesses as an individual.’ For example, ‘[i]f the injury is one to the plaintiff as a stockholder and to him individually, and not to the corporation, as where the action is based on a contract to which he is a party, or on a right belonging severally to him, or on a fraud affecting him directly, it is an individual action.’ . . . If the injury is not incidental to an injury to the corporation, an individual cause of action exists.” (Ibid. [cleaned up].)

Defendants rely on PacLink Communications Intern., Inc. v. Superior Court (2001) 90 Cal.App.4th 958, 961, where members of an LLC alleged the majority shareholders defrauded them through a series of transfers of the LLC’s assets. They alleged the fraudulent transfers rendered the LLC insolvent and thereby defrauded plaintiffs by preventing them from being paid for their Ownership Interests in the LLC and its business and assets. (Id. at pp. 961-962.)

The court found plaintiffs lacked standing to bring their claims as individuals because the real party in interest was the LLC, stating “[t]he essence of plaintiffs’ claim is that the assets of [the LLC] were fraudulently transferred without any compensation being paid to the LLC. This constitutes an injury to the company itself. Because members of the LLC hold no direct ownership in the company’s assets [citation], the members cannot be directly injured when the company is improperly deprived of those assets. The injury was essentially a diminution in the value of their membership interest in the LLC occasioned by the loss of the company’s assets. Consequently, any injury to plaintiffs was incidental to the injury suffered by [the LLC].” (Id. at p. 964.)

Here, Plaintiff alleges the LLC’s business consists of purchasing inventory of health and beauty supplement products to sell to the community via a home shopping channel. (Compl. ¶ 16.) Plaintiff alleges the parties agreed capital contributions to the LLC would be used to purchase inventory (i.e. supplements) and that Vincent’s corporation would manufacture the supplements for the LLC. (Compl. ¶ 14.) Plaintiff alleges “[a]ccording to the operating agreement and verbal representations from LAVIE and Vincent Nguyen, when the supplements would be sold, the profits would be split according to each member’s capital contributions.” (Compl. ¶ 44.)

Plaintiff alleges he paid $243,544.45 as a capital contribution directly to Lavie and Vincent to purchase the supplements but “has not received any distributions of profits from the LLC.” (Compl. ¶¶ 17, 65.) Plaintiff alleges Defendants used his contribution for their

own use. (Compl. ¶ 19.) Plaintiff further alleges Lavie and Vincent refused to provide an update regarding the supplements or the opportunity for Plaintiff to inspect the LLC records, including the purchase orders, shipping, receiving or any related details for the purchase of the supplements. (Compl. ¶¶ 20, 22.)

Plaintiff therefore does not allege an injury to the LLC itself or an injury that is essentially a diminution in the value of his membership interest in the LLC. Rather, Plaintiff alleges he himself was denied profits owed under the parties’ agreement, which were to be based on a percentage of his personal contribution. Thus, unlike in PacLink where the court found the members “cannot be directly injured when the company is improperly deprived of [the company’s] assets,” Plaintiff alleges a direct injury based on the denial of profits due to him under an agreement by the parties. As the gravamen of Plaintiff’s cause of action is injury to himself, the Court finds Plaintiff is permitted to bring a direct action.

First Cause of Action for Breach of Contract

“To state a cause of action for breach of contract, a party must plead the existence of a contract, his or her performance of the contract or excuse for nonperformance, the defendant’s breach and resulting damage.” (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 307 [citation omitted].) “If the action is based on alleged breach of a written contract, the terms must be set out verbatim in the body of the complaint or a copy of the written agreement must be attached and incorporated by reference.” (Ibid.)

Plaintiff attaches the Operating Agreement and Amendments at issue as Exhibits 4 and 5 to the complaint. (Compl. ¶¶ 8, 12, 14, 31). Plaintiff alleges:

- On or about November 26, 2025, NHAT, LAVIE and PHUC VU agreed to amend the operating agreement as follows: . . . NHAT, LAVIE and Jasper agreed to purchase inventory in the supplements by contributing cash to the LLC in the following percentages of the total purchase price: NHAT 42.5%, LAVIE 42.5%, and Jasper 15%. . . . [See Amendment to Operating Agreement dated November 26, 2025, Exhibit 5]. (Compl. ¶ 14.) - Pursuant to the parties’ agreement and course of dealing, NHAT contributed capital in the amount of $243,544.45 for the LLC to acquire products from VSCosmetics Corporation.

LAVIE and Vincent Nguyen breached the parties’ agreement by failing to place orders, manufacture and deliver the supplements, although the capital contributed for that purpose has not been accounted for. (Compl. ¶ 32.) - Despite demand, LAVIE, Vincent Nguyen and all named defendants have failed and continue to fail to pay any portion

of the $243,544.45. NHAT has performed all conditions, covenants, and promises required to be performed on his part. (Compl. ¶ 35.)

This is sufficient at the pleading stage.

The Court OVERRULES the demurrer to the first cause of action.

Second Cause of Action for Fraud and Third Cause of Action for Intentional Misrepresentation

Defendant demurs to the second and third cause of action on the ground fraud is not plead with specificity.

“The elements of fraud, which give rise to the tort action for deceit, are (a) misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or ‘scienter’); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage.” (Lazar v. Superior Court (1996) 12 Cal.4th 631, 638 [citations omitted].)

Plaintiff alleges Defendants intentionally made false representations regarding the purchase of the supplements with the intent to induce Plaintiff to make contributions, and that Plaintiff reasonably relied on those representations and was damaged. (Compl. ¶¶ 44, 45, 47, 50.)

This is sufficient at the pleading stage.

Defendant further contends Plaintiff’s fraud cause of action is barred by the economic loss doctrine, which provides, “[i]n general, there is no recovery in tort for negligently inflicted ‘purely economic losses,’ meaning financial harm unaccompanied by physical or property damage.” (Sheen v. Wells Fargo Bank, N.A. (2022)12 Cal.5th 905, 922 [citations omitted].)

An element of independence from the parties’ contractual rights must be present to avoid application of the economic loss rule. (See Rattagan v. Uber Technologies, Inc. (2024) 17 Cal.5th, 20-21.) “[I]ndependence is present in the case of fraudulent inducement (whether it is achieved by intentional concealment or by intentional affirmative misrepresentations), because a defendant’s conduct in fraudulently inducing someone to enter a contract is separate from the defendant’s later breach of the contract or warranty provisions that were agreed to.” (Dhital v. Nissan North America, Inc. (2022) 84 Cal.App.5th 828, 841.)

As discussed above, Plaintiff has sufficiently alleged a cause of action for fraud based on intentional misrepresentations.

The Court OVERRULES the demurrer to the second and third causes of action.

Fourth Cause of Action for Unjust Enrichment

“[T]here is no cause of action in California for unjust enrichment.” (Durell v. Sharp Healthcare (2010) 183 Cal.App.4th 1350, 1370 [citations omitted].) Rather, “[u]njust enrichment is synonymous with restitution.” (Ibid. [citation omitted].) “Under the law of restitution, ‘[a]n individual is required to make restitution if he or she is unjustly enriched at the expense of another. A person is enriched if the person receives a benefit at another’s expense.’ . . . As a matter of law, an unjust enrichment claim does not lie where the parties have an enforceable express contract.” (Ibid. [cleaned up].)

“It is true that modern rules of pleading generally permit plaintiffs to ‘set forth alternative theories in varied and inconsistent counts.’ Thus, if a plaintiff was uncertain as to whether the parties had entered into an enforceable agreement, the plaintiff would be entitled to plead inconsistent claims predicated on both the existence and absence of such an agreement. A plaintiff may not, however, pursue or recover on a quasi-contract claim if the parties have an enforceable agreement regarding a particular subject matter.” (Klein v. Chevron U.S.A., Inc. (2012) 202 Cal.App.4th 1342, 1388 [cleaned up].)

Plaintiff alleges the parties did have a contract governing the parties’ allocation of profits based on capital contributions and does not allege the Operating Agreement is unenforceable.

The Court SUSTAINS the demurrer to the fourth cause of action.

Fifth Cause of Action for Accounting

An action for an accounting has two elements: (1) “that a relationship exists between the plaintiff and defendant that requires an accounting” and (2) “that some balance is due the plaintiff that can only be ascertained by an accounting.” (Sass v. Cohen (2020) 10 Cal.5th 861, 869 [citations omitted].) “The action carries with it an inherent limitation; an accounting action ‘is not available where the plaintiff alleges the right to recover a sum certain or a sum that can be made certain by calculation.’” (Ibid. [citations omitted].)

“An action for an accounting has been characterized as ‘a means of discovery.’ This characterization is consistent with the idea that a plaintiff seeking an accounting cannot ‘allege[] the right to recover a sum certain’ because he or she lacks the information necessary to determine the precise amount that may be due.” (Ibid.)

While Plaintiff contends an accounting is warranted due to Defendants refusal to provide Plaintiff with records, Plaintiff alleges he paid the certain sum of $243,544.45 as a capital contribution to Lavie and Vincent. (Compl. ¶ 14.)

The Court SUSTAINS the demurrer as to the fifth cause of action.

Sixth Cause of Action for Money Had and Received

“A cause of action for money had and received is stated if it is alleged [that] the defendant ‘is indebted to the plaintiff in a certain sum ‘for money had and received by the defendant for the use of the plaintiff.]” (Avidor v. Sutterps Place, Inc. (2013) 212 Cal.App.4th 1439, 1454, [citations omitted].) “The claim is viable ‘wherever one person has received money which belongs to another, and which in equity and good conscience should be paid over to the latter.’” (Ibid. [citations omitted].) “As juries are instructed in CACI No. 370, the plaintiff must prove that the defendant received money ‘intended to be used for the benefit of [the plaintiff],’ that the money was not used for the plaintiff’s benefit, and that the defendant has not given the money to the plaintiff.” (Ibid.)

Plaintiff alleges he advanced money to Defendants money intended to be used for Plaintiff’s benefit and Defendants retained the benefit of these payments by converting it to their own personal use. (Compl. ¶¶ 71-74.) These allegations are sufficient at the pleading stage. Accordingly, the Court OVERRULES the demurrer to the sixth cause of action. Seventh Cause of Action for Declaratory Relief To qualify for declaratory relief, an action must present two essential elements: 1) a proper subject of declaratory relief, and 2) an actual controversy involving justiciable questions relating to the rights of obligations of a party. (Lee v.

Silveira (2016) 6 Cal.App.5th 527, 546; Code Civ. Proc. § 1060.)

The “proper subjects” of declaratory relief are set forth in Code of Civil Procedure section 1060 and other statutes and include contracts and written instruments and statutory interpretation. (See Brownfield v. Daniel Freeman Marina Hospital (1989) 208 Cal.App.3d 405, 410; Doan v. State Farm General Ins. Co. (2011) 195 Cal.App.4th 1082, 1095.)

Plaintiff alleges a controversy has arisen as to the parties respective rights and duties regarding the use of the $243,544.45. (Compl. ¶

79.) As such, Plaintiff seeks a judicial determination of rights and duties with respect to Plaintiff’s cash property.

This is sufficient at the pleading stage.

Moreover, redundancy of a cause of action is not grounds for sustaining a demurrer. (See Blickman Turkus, LP v. MF Downtown Sunnyvale, LLC (2008) 162 Cal.App.4th 858, 889-890.)

The Court OVERRULES the demurrer to the seventh cause of action.

Allegations as to Defendant LaVie Home Shopping Corporation

Plaintiff brings the second through sixth causes of action against LaVie Home Shopping Corporation.

Defendants contend Plaintiff fails to adequately allege what legal or operational role LaVie Home Shopping Corporation played in the alleged transactions.

Plaintiff alleges the complaint alleges all defendants were the agents, employees, and alter egos of one another.

While a plaintiff is “required to allege only ‘ultimate rather than evidentiary facts” to support an alter ego theory (Rutherford Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 236), Plaintiff’s allegation “each of the Defendants was the employee, agent, servant of each of the other defendants” (Compl. ¶ 6) is insufficient.

Additionally, while Plaintiff contends the complaint alleges Plaintiff’s contribution may have been commingled with Defendants’ personal accounts and/or their other entities, including Lavie Home Shopping Corporation, those allegations do not sufficiently allege specific actions taken by Lavie Home Shopping Corporation to support the various causes of action.

The Court SUSTAINS the demurrer with respect to claims asserted against LaVie Home Shopping Corporation.

10. ARA, INC. VS. THE CUT AND SEW CO., INC. 2026-01546893 DEMURRER TO ANSWER

The Demurrer to Answer by Plaintiff ARA, Inc. dba Lone Oak Payroll is OVERRULED.

Plaintiff contends that twelve of Defendant’s affirmative defenses are unsupported by sufficient facts.