Avalon Land Co. v. Lee CA2/2

Filed 5/5/14 Avalon Land Co. v. Lee CA2/2 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

AVALON LAND COMPANY, LLC, et al., B245736

Plaintiffs and Appellants, (Los Angeles County Super. Ct. No. BC456112) v.

DAE YONG LEE,

Defendant and Respondent.

APPEAL from a judgment of the Superior Court of Los Angeles County. Joseph R. Kalin, Judge. Dismissed in part and reversed and remanded in part.

Safarian Choi & Bolstad, David C. Bolstad, Jerome M. Jauffret for Plaintiffs and Appellants.

Law Office of Frank N. Lee, Frank N. Lee for Defendant and Respondent.

___________________________________________________

Appellants Avalon Land Company, LLC (Avalon), and 435 Los Feliz LLC (Los Feliz) filed a third amended complaint that failed to properly allege a cause of action. On appeal, however, appellants have demonstrated a reasonable possibility of properly alleging breach of fiduciary duty and negligence causes of action. Accordingly, we reverse the judgment and direct the trial court to grant appellants leave to amend. We further dismiss the appeal of purported appellant Kyung Ku Cho (Cho), against whom no judgment has been entered. BACKGROUND This is one of a number of consolidated lawsuits arising out of a failed business relationship formed to develop a parcel of commercial property in Glendale. Plaintiffs— Cho, Avalon, and Los Feliz—filed suit against Dae Yong Lee, aka David Lee (Lee), in November 2011. Following the filing of a demurrer by Lee, plaintiffs filed a first amended complaint. Lee again filed a demurrer, which was sustained by the trial court with leave to amend. Plaintiffs filed a second amended complaint. Lee’s demurrer to the second amended complaint was sustained, again with leave to amend. Plaintiffs then filed the third amended complaint (TAC), the subject of this appeal. The TAC, which is largely vague and disjointed, alleged that Lee hired Coldwell Banker Commercial Wilshire Properties (Coldwell Banker) to represent him in the acquisition of a promissory note secured by undeveloped land, and that Robin Yi, a broker with Coldwell Banker, signed the representation agreement with Lee. Lee was personally liable for payment to Coldwell Banker for all services rendered to him. Yi had formed Avalon and Lee purchased membership interests in the limited liability company. Neither Lee nor Avalon had sufficient funds to complete the purchase of the promissory note, so Lee and Yi made a plan to get the needed funds from Cho, a practicing neurologist who had no experience in the development of raw land. Yi was to persuade Cho to buy some of Lee’s membership interests in Avalon with the help of a supposed attorney who, unknown to Cho, was unlicensed in California. Cho explained that he had no experience in land development, but over the course of a number of meetings at Cho’s home, Yi told Cho not to worry because he would