Alphapet, Inc. vs. Wagner

# Case Name Tentative 1 24-01431664 Motion for Leave to File Amended Complaint

Acevedo vs. El Tapatio Plaintiff Eliet Serna Acevado’s Motion for Leave to Amend is DENIED. Dos Meicano Grill Under CCP §472, an amended complaint may be filed without leave of court when no answer has been filed. No answer has been filed in this case. Therefore, no leave of court is required to file a first amended complaint in this case.

Plaintiff is ordered to file a clean version of the First Amended Complaint forthwith. Personal service of the First Amended Complaint will be required, per Code. This ruling is made without prejudice to the filing of a motion for leave to file an amended complaint if necessary in the future. 2 25-01453685 1) Demurrer to Amended Complaint 2) Demurrer to Complaint Adams vs. Colliers 3) Motion to Compel Production International Group, 4) Motion to Compel Production Inc. 5) Motion to Strike Portions Of Complaint

CONTINUED 10/22/2026 @ 10:00 AM

3 25-01477343 1) Demurrer to Amended Complaint 2) Motion to Strike Portions Of Complaint Alphapet, Inc. vs. Wagner Motion No. 1:

The Demurrer to Second Amended Complaint (SAC) by Defendants Rock LLP, Brian J. Wagner and Amir Farahani is OVERRULED.

Procedural History:

On 11/20/25, the Court granted Defendants’ anti-SLAPP motion to strike the FAC as to paragraphs 35, 36, 41, 53, and 62 but denied the motion as to paragraphs 25 and 26. The Court sustained Defendants’ demurrer as to the professional negligence claim with leave to amend and overruled the demurrer as to the claim for violation of Business & Professions Code.

On 8/26/26, the Court partially granted Defendants’ anti-SLAPP motion regarding the SAC as to paragraphs 19, 20, 21, 23, 26, and 27. The ruling stated in part,

“The motion is denied to the extent the SAC seeks to re-allege claims that the Court found were not subject to the SLAPP statute, i.e. paragraphs 25 and 26 which alleged the law firm wrongfully represented certain of the LLC’s members and refused to provide information related to its representation of the LLC to the other member. This includes the SAC’s paragraphs 15, 18, and portions of paragraph 40 (except paragraph 40’s references to making false statements to ‘the court’). The motion is also denied as to the ‘incorporating’ allegations at paragraphs 28 and 32. However, to the

extent discovery reveals any of these allegations are based on protected conduct, they may be subject to dismissal at a later stage.

The motion is granted as to Plaintiff’s attempt to re-allege claims which were previously stricken in the 11/20/25 order, i.e. claims which arise from Defendants’ filing and service of legal documents and/or asserting certain positions in active litigation. This includes the remaining allegations at paragraphs 19, 20, 21, 23, 26, and 27, which are attempts at ‘sham pleading’ to avoid the effect of the anti- SLAPP ruling. It also includes the allegation in paragraph 40 that Defendants made ‘false representations...to...the court.’”

Therefore, for purposes of this motion the Court disregards those allegations which have been stricken from the SAC.

First Cause of Action – Professional Negligence:

In this claim, Plaintiff alleges the attorney Defendants were disloyal to its client, the Plaintiff LLC. (SAC, ¶ 30.) The Court disregards those allegations which were stricken from the SAC on 8/26/26.

Defendants argue this action is in fact being brought on behalf of nonparty Homman Holdings, which is using the name of Alphapet, LLC as a sham. Homman already has a separate lawsuit before the Court, Case No. 2024-01403120. Defendants contend, “The consequence of this attempted deception is that the [SAC] when all internally inconsistent and sham allegations are disregarded, cannot establish that AlphaPet is a damaged party. To the contrary, the SAC establishes that Homman is the party who is alleged to have been damaged by Defendants’ alleged conduct.” (Motion, p. 1.) Defendants further contend Plaintiff did not retain the moving Defendants.

At paragraph 12 of the FAC, Plaintiff alleges that Epps, who was the LLC’s General Manager beginning in August 2021, retained Defendant “as early as 2021” to provide legal services to the LLC. (¶¶ 11-12.) As the Court ruled on 11/20/25, this is sufficient to allege the LLC retained moving Defendants as counsel at the pleading stage.

Plaintiff contends that the “SAC alleges that, if defendants had complied with their fiduciary duties, AlphaPet would have been protected from the unauthorized disposition of its assets.” (Opp., p. 8.) Defendants have not filed a reply brief responding to this argument. At this stage, the allegation that Defendants’ breaches of duty allowed the wrongful transfer of the LLC’s assets is sufficient to plead the element of damages.

Finally, Defendants contend that Plaintiff fails to adequately plead their failure to abide by Uniform Commercial Code provisions regarding an alleged “bulk sale” because those provisions are inapplicable. The Court need not reach these allegations because the general allegation that Defendants breached their fiduciary duties by allowing an unauthorized sale of the LLC’s assets is sufficient at this stage.

Second Cause of Action – Violations of Business and Professions Code:

This cause of action alleges breach of Business and Professions Code sections 6104 and 6106, which generally prohibit appearing as attorney for a party without authority or committing any act involving moral turpitude, dishonesty or corruption.

Defendants contend, “As to the second cause of action which is premised on a theory that there was a conflict of interest between AlphaPet and the Epps and the Wangs and that defendants intentionally made false statements and concealed material facts from third parties, the alleged conflict of interest is not a conflict of interest at all. To the contrary, the allegations of the FAC and SAC, at most, establish that defendants took direction from the managers of AlphaPet. This is not sufficient to create an actionable conflict of interest.

When internally inconsistent allegations are construed against the plaintiff, the SAC fails to allege facts sufficient to demonstrate that the interests of Epps and the Wangs were adverse to the interests of AlphaPet. To the contrary, the allegations demonstrate that AlphaPet and Epps, who was the last alleged manager of AlphaPet during the relevant time period, were working in lockstep. There is no conflict of interest when the represented parties are seeking to accomplish a common goal.” (Motion, p. 8.)

Plaintiffs respond, “The SAC alleges that defendants violated Business and Professions Code sections 6104 and 6106 and Rules 1.7, 4.1, and 8.4 of California’s Rules of Professional Conduct by (1) failing to withdraw or take remedial action despite an actual conflict, (2) becoming adverse to AlphaPet, (3) simultaneously serving adverse clients, (4) making false statements, (5) concealing material facts, and (6) concealing information from AlphaPet’s majority member for more than one year. (SAC, ¶¶ 33-41.)” (Opp. at pp. 10-11.)

At the pleading stage, these allegations are sufficient to state a claim for violation of the Business and Professions Code provisions cited above.

Motion No. 2:

Defendants’ Motion to Strike Portions of the SAC is DENIED.

Defendants seek to strike portions of the SAC which are “outside of the scope of that which was permitted on November 20, 2025 and for which plaintiff did not have leave of Court to amend.” (Notice of Motion, ¶¶ 1- 3.)

The 11/20/25 order only allowed leave to amend as to the first claim for professional negligence. Plaintiff’s amendments included new general factual allegations. While Plaintiff is generally not permitted to add new allegations outside the scope of the Court’s prior ruling allowing leave to amend, the Court will allow Plaintiff’s additional amendments for the