BHS Law LLP v. Moreh, Inc.

Fund v. Superior Court (2010) 184 Cal.App.4th 1124, 1130.) Likewise, the Amended Motion filed on May 14, 2026 and its supporting papers replaces the original motion filed on October 3, 2025 and its supporting papers. Hence, so that the record is crystal clear, the FAC that the Court now considers for purposes of this Amended Motion is the proposed FAC attached to the Amended Song Declaration filed on May 14, 2026, not the earlier version filed on October 3, 2025.

¶ 6.)

Due to personal reasons, managing attorney Song forgot to raise the billing rates in accordance with the Engagement Agreement until mid-2024, when he sought to correct the mistake by redoing the past invoices. Moreh disagreed, refused to accept the changed invoices, and refused to pay the new balance of $439,055.71. (Complaint PLD-C-001(1) BC-4; ¶¶ 7, 13.)

As a result, BHS filed this this action on March 26, 2025, alleging causes of action in its original Complaint for:

(1) breach of contract,

(2) common counts,

(3) unjust enrichment,

(4) breach of covenant of good faith and fair dealing, and

(5) promise made without intent to perform.

II.

Legal Standard

Under the California Rules of Court 3.1324, a motion to amend a pleading must include a copy of the proposed amendment or amended pleading, which must be serially numbered to differentiate it from previous pleadings or amendments, and must state what allegations in the previous pleading are proposed to be deleted or added, if any, and where, by page, paragraph, and line number, the allegations are located. (Cal. Rules of Court, rule 3.1324(a).) The motion must also be accompanied by a declaration attesting to the effect of the amendment, why the amendment is necessary and proper, when the facts giving rise to the amended allegations were discovered, and why the request for amendment was not made earlier. (Cal. Rules of Court, rule 3.1324(b).)

California appellate precedent instructs that “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 (citing P&D Consultants, Inc. v. City of Carlsbad (2010) 190 Cal. App. 4th 1332, 1345).) In this context, prejudice exists where the amendment would result in a delay of trial, added costs of preparation, and increased burden of discovery. (Magpali v.

Farmers Group, Inc. (1996) 48 Cal. App. 4th 471, 468-488; see also P&D Consultants Inc., supra, 190 Cal. App. 4th at 1345 (“even if a good amendment is proposed in proper form, unwarranted delay in presenting it may—of itself—be a valid reason for denial.”) (leave to amend properly denied where Plaintiff knew for over five months claims had not been properly pleaded and took no action to amend until after summary judgment granted against it.)

III. Analysis of the Amended Motion

The papers filed on the Amended Motion raise three issues: (1) whether amendment should be denied as "futile" based on Moreh’s contention that the FAC rests on false allegations about Jong Taek Won's corporate authority;

(2) whether BHS’ delay and asserted noncompliance with California Rules of Court, rule 3.1324 justify denial; and

(3) whether Moreh has shown cognizable prejudice.

BHS contends that its proposed FAC does not introduce new parties or fundamentally new theories of liability; rather it refines its breach of contract and common count claims by clarifying the parties’ course of dealing and streamlines the complaint by removing three causes of action and adding one. (Amended Motion at 4:6- 14)

In the supporting Amended Declaration of Brian Song filed on May 14, 2026, he attests that the attached proposed FAC makes the following changes vis-à-vis the original Complaint:

a. It replaces the judicial forms used in the original Complaint with drafted pleading in alleging First Cause of Action in Breach of Contract and Second Cause of Action in Common Count.

b. It removes the Fourth, and Fifth Causes of Action in Breach of Covenant of Good Faith and Fair Dealing, and Promise Made without Intent to Perform, respectively.

c. It adds a new Third Cause of Action in Detrimental Reliance. The previously Third Cause in Unjust Enrichment is now renumbered as Fourth Cause of Action. It also clarifies that Unjust Enrichment is asserted either as a cause of action or form of relief.

d. The proposed FAC does not add any new party.

(Amended Song Declaration ¶ 5)

Mr. Song adds that the proposed FAC further removes details of his personal hardship and expands factual allegations regarding the parties’ working relationship since Moreh’s written discovery responses reveal its plan to shield Jong Taek Won from this action and not to call him as a witness. (Id. ¶¶ 7, 9, 10)

In Opposition, Moreh argues BHS’ Amended Motion is procedurally defective and non-compliant with Cal. Rules of Court, rule 3.1324(a) because it fails to identify any valid grounds necessitating the amendment, and what allegations are added or deleted let alone identifying the page, paragraph and line number of such change. Moreh emphasizes that whether it plans to call Mr. Won as a witness is not a valid ground for amendment,

particularly considering that BHS, as counsel for Moreh, was aware of Mr. Won’s corporate status before filing its complaint. (Opposition at 9:13-10:9) (filed: June 4, 2026). Moreh goes on to argue that the Amended Motion is also substantively meritless and prejudicial because the proposed FAC (1) is futile and premised on false allegations that Mr. Won was an officer or an employee of Moreh, and (2) fails to state a viable claim for detrimental reliance. Moreh also invokes Code of Civil Procedure section 436(a) to argue false matter is subject to being stricken. (Opposition pp. 4:13-6:22.)

As for the Amended Motion non-compliance with Cal. Rules of Court, rule 3.1324(a), Mr. Song’s Amended Declaration describes the effect of the amendment and the nature of changes. While Moreh argues this is insufficient, the Court has discretion to find substantial compliance where the purpose of the rule is served—and hereby finds substantial compliance. As such, the Court exercises its discretion to consider this Amended Motion on the merits. (Howard v. County of San Diego (2010) 184 Cal.App.4th 1422, 1428.)

As for Moreh’s substantive arguments, on the record provided, the futility argument depends on the Court making a finding of facts on the merits, i.e., whether Mr. Won in fact held authority and whether BHS’ allegations are false. But BHS has produced documents (Secretary of State filing signed by Mr. Won as corporate officer, Moreh’s Board of Director’s Consent signed by Won as director, SEC Form D listing him as executive officer/director, and emails using a Moreh email address) that raise disputes of fact—which is emphatically the province of the jury as finder of fact at trial to resolve, not a Judge at the pleadings stage to resolve—over the factual basis to plead Mr. Won's role and apparent authority for purposes of amendment. (See, Brian Song Reply Decl. Exhibits A – F) (filed on June 1, 2026).

So in this procedural posture on a motion to amend the pleadings, and especially in light of the well-established policy of California law permitting liberal amendment of pleadings, the Court GRANTS BHS leave to file the FAC—whose veracity Moreh will have the full and fair opportunity to challenge through the standard procedures of the California Code of Civil Procedure including (but not limited to) dispositive motions and trial by jury.

While Moreh’s reliance on Code of Civil Procedure Section 436 is not irrelevant, the standard practice is to use Section 436 through a motion to strike directed at the pleading itself. In contrast, the question raised here is whether leave to amend should be denied because Defendant says the allegations of the FAC are false. But given Plaintiff's documentary proffer discussed above, the Court has a basis to find and does find that the allegations of the FAC are plausibly supported and thus more appropriately challenged through the standard procedures of the California Code of Civil Procedure including (but not limited to) dispositive motions and trial by jury.

Likewise, Moreh’s argument that the proposed FAC fails to state a valid cause of action for detrimental reliance is directed at the pleading itself and will be more appropriately framed as an issue on demurrer rather than as a basis to deny leave to

amend now.

Lastly, Moreh does not present concrete prejudice (e.g., discovery impairment, lost evidence, trial disruption) that may result if leave to amend is granted. There is no trial date set in this action and according to declaration of Jinhee Kim (submitted in support of Moreh’s opposition) discovery is ongoing and depositions are scheduled for June 2026. (Jinhee Kim Decl. ¶¶ 9, 10.)

In light of the Court’s findings and rulings above, Moreh’s request for sanctions is unfounded and DENIED.

IV. Conclusion & Order

Accordingly, BHS’ Amended Motion for Leave to File a First Amended Complaint is GRANTED. Specifically, BHS is ORDERED to file its First Amended Complaint (the version attached to the May 14, 2026 Amended Song Declaration) within 10 days of today.

Moreh’s request for sanctions under Code. Civ. Proc. § 128.7 is DENIED.

SO ORDERED.

Date: June 10, 2026 Hon. Vincent I. Parrett Superior Court of the State of California, County of Santa Clara

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