# Albert's Organics, Inc. v. Holzman

> District Court, N.D. California · March 23, 2020

URL: https://www.frixlaw.com/law-library/cases/10063460

## Case

- **Court:** District Court, N.D. California
- **Decided:** March 23, 2020
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/10063460

## How later opinions describe it (automated extraction)

- holding that, under CUTSA, soliciting of customers of former firm constituted 10 trade secret misappropriation

## Opinion text

1
2
3
4 UNITED STATES DISTRICT COURT
5 NORTHERN DISTRICT OF CALIFORNIA

6

7 ALBERT'S ORGANICS, INC.,
Case No. 19-cv-07477-PJH
8 Plaintiff,

9 v. ORDER GRANTING IN PART AND
DENYING IN PART MOTION TO
10 GREG HOLZMAN, et al., DISMISS
11 Defendants. Re: Dkt. No. 26
12

13 Defendants Greg Holzman, Steve Akagaki, and Jason Laffer, Terrafresh Organics,
14 LLC’s (“TFO”) motion to dismiss came on for hearing before this court on March 4, 2020.
15 Plaintiff Albert’s Organics, Inc. (“Albert’s”) appeared through its counsel, Dan Forman.
16 Defendants Holzman, Akagaki, and Laffer appeared through their counsel, Stephen
17 Henry, and defendant TFO appeared through its counsel, Crystal Gaudette. Having read
18 the papers filed by the parties and carefully considered their arguments and relevant
19 authority, and good cause appearing, the court hereby rules as follows for the following
20 reasons.
21 BACKGROUND
22 On November 13, 2019, plaintiff Albert’s filed a complaint (“Compl.”) against
23 defendants asserting nine causes of action: (1) Violation of the Defend Trade Secrets
24 Act against Holzman, Akagaki, and TFO; (2) Violation of the California Uniform Trade
25 Secrets Act against Holzman, Akagaki, and TFO; (3) Breach of Contract against
26 Holzman, Akagaki, and Laffer; (4) Tortious Inducement to Breach Contract against
27 Holzman, Akagaki, and TFO; (5) Tortious Interference with Business Relations/Contract
1 Laffer; (7)Tortious Inducement to Breach Duty of Loyalty against Holzman, Akagaki, and
2 TFO; (8) Unfair Competition against Holzman, Akagaki, and TFO; and (9) Interference
3 with Prospective Economic Advantage against all defendants. Dkt. 1. On November 27,
4 2019, this court heard plaintiff’s motion for temporary restraining order and on the same
5 day denied the TRO motion, denied plaintiff’s motion for expedited discovery, and
6 granted plaintiff’s motion to preserve evidence. Dkt. 19. Then, on January 10, 2020,
7 defendants filed the present motion to dismiss and move to dismiss all claims pursuant to
8 Federal Rule of Civil Procedure 12(b)(6). Dkt. 26.
9 Albert’s is a California corporation that imports and distributes specialty produce
10 throughout the United States. In May 2011, Albert’s entered into negotiations to
11 purchase Purity Organic Holdings, Inc. d/b/a Pacific Organic Produce (“PACO”), a
12 California corporation, which was a broker and distributor of produce. PACO was owned
13 by defendants Holzman and Akagaki, who are both California citizens. Compl. ¶¶ 3, 11–
14 12. In August 2012, the parties executed an asset purchase agreement pursuant to
15 which Albert’s purchased substantially all of PACO’s assets, including its intellectual
16 property and trade secrets. Id. ¶ 4. As a condition of the purchase agreement, Albert’s
17 offered employment to Holzman and Akagaki.
18 Holzman and Akagaki entered into Employment Agreements with Albert’s on or
19 about August 16, 2012. Id. ¶¶ 19–20. Laffer, a California citizen and a PACO employee,
20 signed an Employment Agreement with Albert’s in September 2012. Id. ¶¶ 13, 22. The
21 Employment Agreements required defendants to only use Albert’s confidential and
22 proprietary information and trade secrets for Albert’s legitimate business purposes. Id.
23 ¶ 23. Holzman, Akagaki, and Laffer also agreed that should they desire to work in a
24 competing business while employed by Albert’s, that they would seek Albert’s permission
25 to proceed. Id. They also agreed to return all of Albert’s confidential, proprietary and
26 trade secret information at the termination of their employment. Id. Holzman, Akagaki,
27 and Laffer worked for Albert’s for years and continued to develop and expand Albert’s
1 distribution and marketing of organic produce.
2 In March 2018, Holzman was terminated from employment with Albert’s. Id. ¶ 31.
3 Within days, he corresponded with one or more competitors of Albert’s, disclosing
4 confidential, proprietary, and trade secret information in an effort to recruit Albert’s
5 customers, suppliers, and key employees and announcing that he intended to launch his
6 own competing business. Id. ¶ 32. Holzman’s correspondence included the names of
7 Albert’s customers and suppliers, employees, pricing and financing resources, potential
8 venture partners, key confidential business relationships, and key business information
9 such as Albert’s plans to expand and develop certain markets, Albert’s investment
10 commitments, profitability, Albert’s business model, product sources, and import
11 volumes. Id. ¶ 33.
12 In addition, Holzman enlisted Akagaki in his efforts to establish a competing
13 business while Akagaki was still employed by Albert’s. Id. ¶ 34. The two attempted to
14 enlist other highly experienced Albert’s employees to compete against Albert’s. Id. At
15 some point, Holzman commenced competition with Albert’s through solicitation of
16 business partners and investors that he learned as an employee at Albert’s. Id. ¶ 36.
17 Holzman eventually formed a new competing company called TerraFresh Organics, LLC.
18 Plaintiff alleges that Akagaki joined Holzman in and around March 2018. Id. ¶ 34.
19 Akagaki remained employed at Albert’s until on or about January 4, 2019, when
20 Akagaki’s employment with Albert’s ended. Id. ¶ 37.
21 By spring 2019, TFO hired Laffer, while Laffer was still employed by Albert’s, as
22 TFO’s Vice-President of Sales. Id. ¶ 38. Prior to June 17, 2019, while still employed by
23 Albert’s, Laffer registered to attend an industry summit as a TFO representative and TFO
24 publicized that Laffer and Holzman would attend the summit as TFO representatives. Id.
25 ¶¶ 39, 42. Laffer sent in his letter of resignation on June 20, 2019. Id. ¶ 43. Albert’s
26 alleges, on information and belief, that defendants utilized Albert’s confidential,
27 proprietary and trade secret information to solicit business relationship for the benefit of
1 DISCUSSION
2 A. Legal Standard
3 A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) tests for the
4 legal sufficiency of the claims alleged in the complaint. Ileto v. Glock, 349 F.3d 1191,
5 1199–1200 (9th Cir. 2003). Under Federal Rule of Civil Procedure 8, which requires that
6 a complaint include a “short and plain statement of the claim showing that the pleader is
7 entitled to relief,” Fed. R. Civ. P. 8(a)(2), a complaint may be dismissed under Rule
8 12(b)(6) if the plaintiff fails to state a cognizable legal theory, or has not alleged sufficient
9 facts to support a cognizable legal theory. Somers v. Apple, Inc., 729 F.3d 953, 959 (9th
10 Cir. 2013).
11 While the court is to accept as true all the factual allegations in the complaint,
12 legally conclusory statements, not supported by actual factual allegations, need not be
13 accepted. Ashcroft v. Iqbal, 556 U.S. 662, 678–79 (2009). The complaint must proffer
14 sufficient facts to state a claim for relief that is plausible on its face. Bell Atlantic Corp.
15 v. Twombly, 550 U.S. 544, 555, 558–59 (2007).
16 “A claim has facial plausibility when the plaintiff pleads factual content that allows
17 the court to draw the reasonable inference that the defendant is liable for the misconduct
18 alleged.” Iqbal, 556 U.S. at 678. “[W]here the well-pleaded facts do not permit the court
19 to infer more than the mere possibility of misconduct, the complaint has alleged—but it
20 has not ‘show[n]’—‘that the pleader is entitled to relief.’” Id. at 679 (quoting Fed. R. Civ.
21 P. 8(a)(2)). Where dismissal is warranted, it is generally without prejudice, unless it is
22 clear the complaint cannot be saved by any amendment. Sparling v. Daou, 411 F.3d
23 1006, 1013 (9th Cir. 2005).
24 B. Analysis
25 1. First and Second Claims: Misappropriation of Trade Secrets
26 Plaintiff’s first and second causes of action are brought against Holzman, Akagaki,
27 and TFO for violations of the federal Defend Trade Secrets Act (“DTSA”) and the
1 secret misappropriation under the DTSA and the CUTSA, a plaintiff must allege that: ‘(1)
2 the plaintiff owned a trade secret; (2) the defendant misappropriated the trade secret; and
3 (3) the defendant’s actions damaged the plaintiff.’” Alta Devices, Inc. v. LG Elecs., Inc.,
4 343 F. Supp. 3d 868, 877 (N.D. Cal. 2018).
5 a. Whether Albert’s Owned a Trade Secret
6 The DTSA defines “trade secret” as:

7 all forms and types of financial, business, scientific, technical,
economic, or engineering information, including patterns,
8 plans, compilations, program devices, formulas, designs,
prototypes, methods, techniques, processes, procedures,
9 programs, or codes, whether tangible or intangible, and
whether or how stored, compiled, or memorialized physically,
10 electronically, graphically, photographically, or in writing if—(A)
the owner thereof has taken reasonable measures to keep
11 such information secret; and (B) the information derives
independent economic value, actual or potential, from not being
12 generally known to, and not being readily ascertainable through
proper means by, another person who can obtain economic
13 value from the disclosure or use of the information.
14 18 U.S.C. § 1839(3). The California UTSA defines a “[t]rade secret” as “information,
15 including a formula, pattern, compilation, program, device, method, technique, or
16 process, that: (1) Derives independent economic value, actual or potential, from not
17 being generally known to the public or to other persons who can obtain economic value
18 from its disclosure or use; and (2) Is the subject of efforts that are reasonable under the
19 circumstances to maintain its secrecy.” Cal. Civ. Code § 3426.1(d). “‘Information’ has a
20 broad meaning under the [CUTSA].” Altavion, Inc. v. Konica Minolta Sys. Lab., Inc., 226
21 Cal. App. 4th 26, 53 (Ct. App. 2014).

22 The definition of trade secret is . . . unlimited as to any
particular class or kind of matter and may be contrasted with
23 matter eligible for patent or copyright protection, which must fall
into statutorily defined categories. A trade secret may consist
24 of any formula, pattern, device or compilation of information
which is used in one’s business, and which gives him an
25 opportunity to obtain an advantage over competitors who do
not know or use it. It may be a formula for a chemical
26 compound, a process of manufacturing, treating or preserving
materials, a pattern for a machine or other device or list of
27 customers.
1 CUTSA’s pleading requirements together. Alta Devices, 343 F. Supp. 3d at 880–81.
2 “[C]ourts are ‘in general agreement that trade secrets need not be disclosed in
3 detail in a complaint alleging misappropriation for the simple reason that such a
4 requirement would result in public disclosure of the purported trade secrets.” Autodesk,
5 Inc. v. ZWCAD Software Co., No. 5:14-CV-01409-EJD, 2015 WL 2265479, at *6 (N.D.
6 Cal. May 13, 2015). Accordingly, a “plaintiff need not spell out the details of the trade
7 secret,” but it must “describe the subject matter of the trade secret with sufficient
8 particularity to separate it from matters of general knowledge in the trade or of special
9 persons who are skilled in the trade, and to permit the defendant to ascertain at least the
10 boundaries within which the secret lies.” Alta Devices, 343 F. Supp. 3d at 881 (citations,
11 internal quotation marks and alterations omitted); see also Vendavo, Inc. v. Price f(x) AG,
12 No. 17-cv-06930-RS, 2018 WL 1456697, at *3–4 (N.D. Cal. Mar. 23, 2018) (rejecting the
13 following allegations as insufficiently-specific: “source code, customer lists and customer
14 related information, pricing information, vendor lists and related information, marketing
15 plans and strategic business development initiatives, ‘negative knowhow’ learned through
16 the course of research and development, and other information related to the
17 development of its price-optimization software, including ideas and plans for product
18 enhancements).
19 Here, defendants argue that the allegations lack specificity to put them on notice of
20 the trade secret. Mtn. at 5. Plaintiff alleges the following as its trade secrets: “customer
21 information, supplier information, pricing, financing, sales volume, potential customer and
22 venture partners, import volumes, personnel files and records, customer lists, proposed
23 or contemplated investments, financial records, other internally generated studies and
24 reports, among other things, to protect its investments and trade secret information.”
25 Compl. ¶ 27. Several of the categories lack particularity to put defendants on notice as to
26 the specific trade secret at issue. These include supplier information, pricing, financing,
27 personnel files and records, proposed and contemplated investments, financial records,
1 purported trade secrets that the district court rejected in Vendavo and, thus, are not pled
2 with sufficient particularity to constitute trade secrets. A few items—potential customer
3 and venture partners and import volumes—are more specific, but ultimately reflect broad,
4 categorical terms.
5 Plaintiff’s customer-related information requires a more detailed review. Courts
6 have frequently held that customer-related information qualifies as a trade secret,
7 especially if a plaintiff has spent “considerable time, effort, and resources,” in developing
8 some of that information. MAI Sys. Corp. v. Peak Comput., Inc., 991 F.2d 511, 521 (9th
9 Cir. 1993) (holding that, under CUTSA, soliciting of customers of former firm constituted
10 trade secret misappropriation); see also H.Q. Milton, Inc. v. Webster, No. 17-CV-06598-
11 PJH, 2017 WL 5625929, at *3 (N.D. Cal. Nov. 22, 2017) (finding “customer list and
12 contact information, sales leads, customer interests, and [plaintiff’s] proprietary pricing”
13 constituted trade secrets); Henry Schein, Inc. v. Cook, No., 16-03166C, 2016 WL
14 3418537, at *4 (N.D. Cal. June 22, 2016) (holding customer information, margins, and
15 profit percentages used to gain an advantage over competitors were protectable as trade
16 secrets); Brocade Commc’n Sys. Inc. v. A10 Networks, Inc., 873 F. Supp. 2d 1192, 1214
17 (N.D. Cal. 2012) (“[C]ustomer-related information including . . . pricing guidelines . . . and
18 customers’ business needs/preferences . . . is routinely given trade secret protection.”).
19 Similarly, California courts have held that where a party made reasonable efforts to
20 maintain the secrecy of its customer list, then such a list would constitute a trade secret.
21 Morlife, Inc. v. Perry, 56 Cal. App. 4th 1517, 1521 (Ct. App. 1997) (“As a general
22 principle, the more difficult information is to obtain, and the more time and resources
23 expended by an employer in gathering it, the more likely a court will find such information
24 constitutes a trade secret.” (citing Courtesy Temporary Serv., Inc. v. Camacho, 222 Cal.
25 App. 3d 1278, 1287 (Ct. App. 1990))).
26 Applying here, plaintiff alleges that it developed, maintained, and safeguarded its
27 customer information at great expense. Compl. ¶ 27. Defendants Holzman, Akagaki,
1 specific customers. Id. ¶ 29. Finally, plaintiff identifies the customer information in more
2 detail in paragraph 33 alleging that Holzman sent to prospective business partners “the
3 names of Albert’s customers and suppliers, the names of key employees to be poached
4 and the total percentage of annual corporate sales made by those key employees, pricing
5 and financing resources, potential venture partners, key confidential business
6 relationships, including Albert’s plans to expand and develop certain markets, Albert’s
7 investment commitments, [and] profitability.” Id. ¶ 33. These allegations are sufficient to
8 demonstrate that plaintiff took efforts to keep its customer information secret. They are
9 also sufficient to demonstrate specificity regarding the customer information. In MAI
10 Systems, 991 F.2d at 521, the Ninth Circuit affirmed a finding that a customer database
11 constituted a trade secret because the database “allow[ed] a competitor . . . to direct its
12 sales efforts to those potential customers already using the [plaintiff’s] computer system.
13 Further, [the plaintiff] took reasonable steps to insure the secrecy to this information as
14 required by UTSA.” Similar reasoning is applicable here: Albert’s customer information
15 could be used to solicit its customers and Albert’s took reasonable steps to insure the
16 secrecy of the customer information.
17 Accordingly, plaintiff has established a trade secret with regard to its customer
18 information but has not established a trade secret in the remaining items listed in
19 paragraph 27.
20 b. Whether Defendants Misappropriated Plaintiff’s Trade Secrets
21 “Under the DTSA and CUTSA, ‘misappropriation’ means either the ‘(1)
22 [a]cquisition of a trade secret by another person who knows or has reason to know that
23 the trade secret was acquired by improper means;’ or the ‘(2) [d]isclosure or use of a
24 trade secret of another without express or implied consent.’” Alta Devices, 343 F. Supp.
25 3d at 882 (quoting 18 U.S.C. § 1839(5); Cal. Civ. Code § 3426.1(b)).
26 Here, defendants argue that the complaint lacks a clear statement of how
27 defendants are alleged to have used any information from Albert’s. Mtn. at 6. Plaintiff
1 partners describing a proposed plan to create a competing business. Compl. ¶ 32.
2 Plaintiff further alleges that Holzman’s correspondence included the names of Albert’s
3 customers and suppliers, the names of key employees to be “poached” and the total
4 percentage of annual corporate sales made by those key employees, pricing and
5 financing resources, potential venture partners, key confidential business relationships,
6 and other confidential information. Id. ¶ 33. Holzman disclosed Albert’s trade secret—its
7 customer information—without Albert’s consent. Accordingly, plaintiff has sufficiently
8 alleged that defendants misappropriated its trade secret.
9 c. Resulting Damage
10 “California courts have presumed irreparable harm when proprietary information is
11 misappropriated.” TMX Funding, Inc. v. Impero Techs., Inc., No. C 10-00202 JF (PVT),
12 2010 WL 1028254, at *8 (N.D. Cal. Mar. 18, 2010). Plaintiff alleges that it has lost
13 business and client relationships as a result of the harm. Compl. ¶ 50. This allegation,
14 combined with the presumption of irreparable harm, is a sufficient allegation of damage.
15 For the foregoing reasons, defendants’ motion to dismiss plaintiff’s first and
16 second causes of action for misappropriation of trade secrets is DENIED.
17 2. CUTSA Supersession
18 Having determined that plaintiff has stated a claim under CUTSA, the court must
19 determine whether CUTSA supersedes plaintiff’s other claims. Defendants contend that
20 CUTSA is a comprehensive statutory scheme that displaces plaintiff’s remaining claims
21 (other than those based on contractual remedies, which are recoverable under CUTSA).
22 Mtn. at 14. “Under California law, CUTSA provides the exclusive civil remedy for conduct
23 falling within its terms and supersedes other civil remedies based upon misappropriation
24 of a trade secret. It therefore supersedes claims—including section 17200 claims—
25 based on the same nucleus of facts as trade secret misappropriation.” Waymo LLC v.
26 Uber Tech., Inc., 256 F. Supp. 3d 1059, 1062 (N.D. Cal. 2017); see Cal. Civ. Code
27 § 3426.7; Alta Devices, Inc. v. LG Elecs., Inc., No. 18-CV-00404-LHK, 2019 WL
1 Corp., No. 12-CV-00694-LHK, 2013 WL 6160472, at *3 (N.D. Cal. Dec. 11, 2012) (“If
2 there is no material distinction between the wrongdoing alleged in a [C]UTSA claim and
3 that alleged in a different claim, the [C]UTSA claim preempts the other claim.”). “At the
4 pleadings stage, the supersession analysis asks whether, stripped of facts supporting
5 trade secret misappropriation, the remaining factual allegations can be reassembled to
6 independently support other causes of action.” Waymo, 256 F. Supp. 3d at 1062.
7 Additionally, courts in this district, relying on Silvaco Data Systems v. Intel Corp.,
8 184 Cal. App. 4th 210, 239 n.22 (Ct. App. 2010), overruled on other grounds by Kwikset
9 Corp., 51 Cal. 4th at 337, hold that CUTSA preempts non-trade secret confidential
10 information misappropriation claims. See, e.g., Alta Devices, 2019 WL 1924992, at *6
11 (collecting cases). Silvaco Data Systems stated “[i]f the plaintiff identifies no property
12 right outside of trade secrets law, then he has no remedy outside that law, and there is
13 nothing unsound or unjust about holding other theories superseded.” 184 Cal. App. 4th
14 at 239. There are two exceptions. First, a non-trade secret claim is not superseded if the
15 plaintiff’s property right in the confidential information “stems from some provision of
16 positive law on grounds qualitatively different from grounds upon which trade secrets are
17 considered property,” or, second, there is no supersession where the claim alleges
18 “wrongdoing materially distinct from the wrongdoing alleged in a CUTSA claim.” Waymo,
19 256 F. Supp. 3d at 1063. However, claims relying on misappropriation of non-trade-
20 secret confidential information and not meeting one of the two exceptions are
21 superseded. Avago Techs. U.S. Inc. v. Nanoprecision Prod., Inc., No. 16-CV-03737-
22 JCS, 2017 WL 412524, at *6 (N.D. Cal. Jan. 31, 2017) (“CUTSA preemption extends to
23 claims based on the misappropriation of confidential and proprietary information,
24 regardless of whether it qualifies as a ‘trade secret.’”).
25 Finally, CUTSA does not affect “contractual remedies” whether or not based upon
26 misappropriation and further does not prohibit “civil remedies” so long as the civil
27 remedies “are not based upon misappropriation of a trade secret.” Civ. Code
1 Defendants argue supersession applies to plaintiff’s fourth through ninth causes of
2 action because they all rely on plaintiff’s misappropriation claim. Mtn. at 14. Plaintiff
3 contends that the question of whether claims are displaced by CUTSA is a fact-based
4 inquiry better suited for summary judgment or trial. Opp. at 10–11. While the court
5 discusses the preemption analysis in greater depth below, CUTSA supersedes plaintiff’s
6 fifth, eighth and ninth claims.
7 Plaintiff’s fifth claim alleges defendants used wrongful means—misappropriated
8 trade secrets, confidential information, and unlawful business tactics—to induce Albert’s
9 clients. Compl. ¶ 85. The factual allegations all involve misappropriation of trade secrets
10 and non-trade secret confidential information. Plaintiff’s eighth claim is based entirely on
11 defendants’ stealing “confidential and trade secret information.” Id. ¶ 106. Plaintiff’s
12 ninth claim relies on soliciting trade secrets and confidential information as the intentional
13 act to disrupt plaintiff’s business relationships with its customers and suppliers. Id. ¶ 112.
14 Finally, plaintiff has not demonstrated either an independent, positive-law property right
15 or wrongdoing materially distinct from the misappropriation; therefore, CUTSA
16 supersession applies. However, because the court is not convinced that amendment of
17 these superseded claims would necessarily be futile, plaintiffs shall have leave to amend
18 their complaint.
19 Plaintiff’s fourth claim requires Albert’s to allege an independent wrongful act—it
20 has identified two: misappropriation of trade secrets and breach of defendants’
21 contractual obligations to disclose and seek Albert’s permission before pursuing outside
22 economic opportunities. To the extent the claim is based on misappropriation of trade
23 secrets or confidential information, CUTSA supersedes the claim. However, to the extent
24 the claim relies on breach of contractual obligations other than misappropriation, it is not
25 superseded. Plaintiff’s sixth and seventh claims are based on Akagaki and Laffer’s
26 fiduciary duty to Albert’s. The alleged breach of their fiduciary duty was broader than
27 disclosing trade secrets or confidential information and included a duty not to compete
1 Health, Inc., 369 F. Supp. 3d 983, 989 (C.D. Cal. 2019) (“CUTSA does not preempt
2 breach of fiduciary duty claims where those claims are not premised on the taking or use
3 of confidential information.” (citing Angelica Textile Servs., Inc. v. Park, 220 Cal. App. 4th
4 495, 506 (Ct. App. 2013)). Therefore, the sixth and seventh survive CUTSA preemption.
5 3. Third Claim: Breach of Contract
6 Plaintiff’s third claim is for breach of contract against Holzman, Akagaki, and
7 Laffer. To plead a claim for breach of contract under California law, a plaintiff must
8 allege: “(1) existence of the contract; (2) plaintiff’s performance or excuse for
9 nonperformance; (3) defendant’s breach; and (4) damages to plaintiff as a result of the
10 breach.” Appling v. Wachovia Mortg., FSB, 745 F. Supp. 2d 961, 974 (N.D. Cal. 2010)
11 (quoting CDF Firefighters v. Maldonado, 158 Cal. App. 4th 1226, 1239 (Ct. App. 2008)).
12 Defendants advance two arguments why the breach of contract claim should be
13 dismissed.
14 First, defendants contend that plaintiff has not attached the operative agreements
15 to the complaint, nor has plaintiff sufficiently alleged the legal effect of the agreements.
16 Mtn. at 8. “To state a cause of action for breach of contract, it is absolutely essential to
17 plead the terms of the contract either in haec verba or according to legal effect.” Langan
18 v. United Servs. Auto. Ass’n, 69 F. Supp. 3d 965, 979 (N.D. Cal. 2014) (citing Twaite v.
19 Allstate Ins. Co., 216 Cal. App. 3d 239, 252 (Ct. App. 1989)). “A plaintiff fails to
20 sufficiently plead the terms of the contract if he does not allege in the complaint the terms
21 of the contract or attach a copy of the contract to the complaint.” Id. (citing Twaite, 216
22 Cal. App. 3d at 252). “While it is unnecessary for a plaintiff to allege the terms of the
23 alleged contract with precision, the Court must be able generally to discern at least what
24 material obligation of the contract the defendant allegedly breached.” Id. (citing James
25 River Ins. Co. v. DCMI, Inc., C 11–06345 WHA, 2012 WL 2873763 at *3 (N.D. Cal. July
26 12, 2012)).
27 Plaintiff alleges that Holzman, Akagaki, and Laffer each entered into an
1 ¶¶ 19–20, 22. The complaint further alleges that each agreement required the respective
2 party to only use Albert’s confidential, proprietary, and trade secret information for
3 legitimate business purposes, safeguard such information, comply with Albert’s
4 acceptable use policies, return all of Albert’s information in their possession when their
5 employment ceased, and disclose and obtain approval for engaging in competing
6 business activities during the term of their employment. Id. ¶ 23. These allegations are
7 sufficient to permit defendants to discern the material obligations (i.e., complying with
8 acceptable use policy or safeguarding trade secrets and confidential information) that
9 they allegedly breached and, thus, are sufficient to meet the first element, the existence
10 of a contract.
11 Second, defendants argue that plaintiff’s breach of contract claim is coextensive
12 with (or derivative of) its trade secret claims. Mtn. at 8. Accordingly, defendants contend
13 that, to the extent there is no plausible allegation of a trade secret, there is no breach of
14 the contract. Id. Because plaintiff has alleged a valid misappropriation of trade secrets
15 claim, then defendants’ argument fails. Moreover, the breach of contract claim is not
16 coextensive with the misappropriation of trade secret claims. Plaintiff alleges that the
17 employment agreements required defendants to safeguard not just Albert’s trade secrets,
18 but also any “confidential and proprietary information.” Compl. ¶ 23. Trade secrets are
19 defined by statute, but terms such as confidential and proprietary information are defined
20 by the contract. Thus, a defendant may breach a contract for disclosing confidential
21 information that does not constitute a trade secret. Because there are two independent
22 bases for finding breach, plaintiff has met the third element of a breach of contract claim.
23 With regard to the second element, neither party disputes that plaintiff performed
24 its obligations. With regard to the fourth element, plaintiff alleges that it has been
25 damaged by the breach of contract and defendants do not dispute the damages element.
26 For the foregoing reasons, defendants’ motion to dismiss plaintiff’s third cause of action
27 for breach of contract is DENIED.
1 Plaintiff brings a claim for tortious inducement to breach of contract against
2 defendants Holzman, Akagaki, and TFO. To state a cause of action for intentional
3 interference (i.e., tortious inducement) with contractual relations, a plaintiff must show:
4 “(1) a valid contract between plaintiff and a third party; (2) defendant’s knowledge of this
5 contract; (3) defendant’s intentional acts designed to induce a breach or disruption of the
6 contractual relationship; (4) actual breach or disruption of the contractual relationship;
7 and (5) resulting damage.” Pac. Gas & Elec. Co. v. Bear Stearns & Co., 50 Cal. 3d 1118,
8 1126 (1990) (citations omitted).
9 Defendants advance two arguments in response to this claim. First, they argue
10 plaintiff’s allegations are vague and conclusory. Mtn. at 8–9. Second, defendants
11 contend that, because California presumes an “at-will” employment relationship, plaintiff
12 cannot, as a matter of law, maintain a claim for tortious inducement to breach of contract.
13 Id. at 9.
14 First, the complaint is not so vague and conclusory as to warrant dismissal.
15 Plaintiff alleges that employment agreements existed between Albert’s and its employees
16 and that defendants knew of the terms of those agreements. Compl. ¶¶ 74–75. These
17 allegations are sufficient to meet the first and second elements of the claim. On
18 information and belief, plaintiff contends that Holzman induced Akagaki to breach his
19 contractual obligations to Albert’s and that Holzman, Akagaki, and TFO induced Laffer to
20 breach his obligations. Id. ¶¶ 76–79. These allegations are conclusory and restate the
21 elements of the claim.
22 However, the complaint goes beyond these conclusory allegations to allege the
23 following wrongful, intentional acts: in and around March 2018, Holzman recruited
24 Akagaki to join him in the plan to compete against Albert’s, while Akagaki remained
25 employed at Albert’s. Id. ¶ 34. Holzman and Akagaki then directly recruited other
26 Albert’s employees to provide trade secrets to Holzman to develop a business model for
27 competing with Albert’s. Id. These factual allegations, which the court must accept as
1 their contracts by sharing trade secrets and confidential information and that Akagaki and
2 Laffer did not receive permission to pursue outside economic opportunities. This is
3 sufficient to meet the third element. Because plaintiff has stated a claim for breach of
4 contract, it meets the fourth element with respect to Akagaki and Laffer’s breach of their
5 contracts.1
6 Second, defendants argue a tortious inducement claim cannot be brought with
7 regard to “at-will” employment. Mtn. at 9. Because California law presumes at-will
8 employment, defendants argue plaintiff’s fourth claim cannot be brought as a matter of
9 law under the theory that if an employee can end his or her employment at will, a
10 defendant cannot improperly induce that employee to end employment that can be
11 terminated at any time.
12 The California Supreme Court’s opinion in Reeves v. Hanlon, 33 Cal. 4th 1140,
13 1144 (2004), is particularly relevant to this claim. Reeves examined whether a plaintiff
14 could state a claim for intentional interference with contractual relations in the context of
15 an at-will employment. There, the court held

16 that a plaintiff may recover damages for intentional interference
with an at-will employment relation under the same California
17 standard applicable to claims for intentional interference with
prospective economic advantage. That is, to recover for a
18 defendant’s interference with an at-will employment relation, a
plaintiff must plead and prove that the defendant engaged in an
19 independently wrongful act—i.e., an act “proscribed by some
constitutional, statutory, regulatory, common law, or other
20 determinable legal standard”—that induced an at-will employee
to leave the plaintiff.
21
22 Reeves, 33 Cal. 4th at 1152–53 (emphasis added) (quoting Korea Supply Co. v.
23 Lockheed Martin Corp., 29 Cal. 4th 1134, 1159 (2003)). Thus, to maintain a cause of
24 action for intentional inducement of contractual relations, plaintiff must plead that
25 defendants engaged in an independently wrongful act. See also Ixchel Pharma, LLC v.
26
1 The complaint alleges that “TFO, Holzman and Akagaki knowingly and intentionally
27
induced Laffer and other of Albert’s employees to breach contractual obligations.”
1 Biogen, Inc., 930 F.3d 1031, 1037 (9th Cir. 2019) (“The California Supreme Court
2 subsequently determined [in Reeves] that in order to state a claim for an intentional
3 interference with contractual relations in the context of an at-will employment contract, a
4 plaintiff also has to plead an independently wrongful act.” (citation omitted)).
5 Plaintiff has pled two independently wrongful acts. First, plaintiff alleges
6 misappropriation of trade secret claims. For example, plaintiff alleges that Holzman
7 induced Akagaki and Laffer to breach their respective confidentiality obligations to
8 Albert’s. Compl. ¶¶ 76–77. As noted above, CUTSA supersedes this portion of the claim
9 because it relies entirely on misappropriation. However, plaintiff also alleges that
10 Akagaki and Laffer breached their contracts by failing to disclose and seek permission
11 from Albert’s before pursuing economic opportunities in competition with Albert’s. Id.
12 ¶¶ 78–79. This wrongful conduct does not involve misappropriation of trade secrets or
13 confidential information and is not superseded. Finally, plaintiff alleges defendants’
14 conduct caused it harm, which is sufficient to meet the fifth element.
15 For foregoing reasons, defendants’ motion to dismiss plaintiff’s fourth cause of
16 action for tortious inducement to breach of contract is DENIED.
17 5. Fifth Claim: Tortious Interference with Business
18 Relationship/Contract
19 Plaintiff’s fifth cause of action is for tortious interference with business
20 relationship/contract between Albert’s and its customers and business partners alleged
21 against defendants Holzman, Akagaki, and TFO. As with the fourth claim, the elements
22 to state a cause of action for intentional interference with contractual relations are: “(1) a
23 valid contract between plaintiff and a third party; (2) defendant’s knowledge of this
24 contract; (3) defendant’s intentional acts designed to induce a breach or disruption of the
25 contractual relationship; (4) actual breach or disruption of the contractual relationship;
26 and (5) resulting damage.” Pac. Gas & Elec., 50 Cal. 3d at 1126. A plaintiff may bring a
27 tortious interference tort where the defendant induces “a party to a contract to terminate
1 where a defendant’s interference “makes enjoyment of a contract more expensive or
2 burdensome.” Id.
3 As an initial matter, the law is not clear whether Reeves requires plaintiff to plead
4 an independent wrongful act where, as here, the contract at issue is not employment
5 related. See Ixchel Pharma, 930 F.3d at 1038 (certifying question to California Supreme
6 Court whether Reeves’ wrongful-act requirement applies only in the context of at-will
7 employment contracts). Regardless of how the California Supreme Court answers this
8 question, CUTSA supersedes plaintiff’s claim.
9 To demonstrate defendant’s intentional acts, plaintiff alleges misappropriation of
10 trade secrets, wrongful use of confidential information, and unlawful business tactics.
11 Paragraph 85 sums up the wrongful means defendants used:

12 Albert’s is informed and believes and, based thereon, alleges
that Defendants have induced or attempted to induce Albert’s
13 customers, suppliers, and current venture partners to work with
Defendants instead of Albert’s, using wrongful means. Upon
14 information and belief, Defendants’ interference has been
accomplished using wrongful means including, but not limited
15 to, Defendants’ wrongful use of misappropriated trade secrets,
Albert’s confidential information and unlawful business tactics.
16
17 Compl. ¶ 85. These allegations demonstrate that misappropriation and use of
18 confidential information are necessary to plaintiff’s claim. While the complaint references
19 “unlawful business tactics,” it does not further elaborate on what such conduct entailed or
20 how it supports the claim. Without the misappropriation-related conduct, plaintiff has not
21 alleged an intentional act and, therefore, the claim is preempted by CUTSA.
22 For the foregoing reasons, defendants’ motion to dismiss plaintiff’s fifth claim for
23 tortious interference with business relationships/contract is GRANTED.
24 6. Sixth Claim: Breach of Duty of Loyalty
25 Plaintiff alleges a breach of duty of loyalty claim against Akagaki and Laffer based
26 on their conduct while employed by Albert’s. “To establish a breach of fiduciary duty, a
27 plaintiff must show ‘(1) existence of a fiduciary duty; (2) breach of the fiduciary duty; and
1 Supp. 3d 961, 979 (N.D. Cal. 2015) (quoting People ex rel. Harris v. Rizzo, 214 Cal. App.
2 4th 921, 950 (Ct. App. 2013)).
3 a. Existence of Fiduciary Duty
4 Defendants do not contest that Akagaki and Laffer had a fiduciary duty to Albert’s.
5 See Mtn. at 10–11. Because defendants do not oppose this element, the court finds that
6 plaintiff has sufficiently alleged the existence of a fiduciary duty.2
7 b. Breach of Fiduciary Duty
8 With respect to breach of the fiduciary duty, the parties both contend Bancroft-
9 Whitney help their respective cases. There, the California Supreme Court dealt with the
10 extent to which a corporate officer may prepare to leave his current employer before such
11 conduct amounts to a breach of the officer’s fiduciary duty. See Bancroft-Whitney, 64
12 Cal. 2d at 345–46. In Bancroft-Whitney, the president of a publishing company signed a
13 contract with a competitor but remained employed with his first employer for a month.
14 During that time, he provided the competitor with a list of employees, their current
15 salaries, and solicited those employees to come work with him at the new company. Id.
16 at 330–31. The court noted that, generally, an officer may prepare to compete prior to
17 resigning his office. Id. at 346. However, the court reasoned that an officer may not
18

19
2 Plaintiff cites California Labor Code sections 2860 and 2863 as the source of the
fiduciary duty. “There are two kinds of fiduciary duties—those imposed by law and those
20
undertaken by agreement.” GAB Bus. Servs., Inc. v. Lindsey & Newsom Claim Servs.,
Inc., 83 Cal. App. 4th 409, 416 (Ct. App. 2000) (citations omitted), overruled on other
21
grounds by Reeves v. Hanlon, 33 Cal. 4th 1140 (2004). “Fiduciary duties are imposed by
law in certain technical, legal relationships such as those between partners or joint
22
venturers, husbands and wives, guardians and wards, trustees and beneficiaries,
principals and agents, and attorneys and clients.” Id. The court notes that California law
23
does not clearly state whether all employees (including lower-level employees) owe a
fiduciary duty to their employer. Compare GAB Bus. Servs., 84 Cal. App. 4th at 420–21
24
(“[A]n officer who participates in management of the corporation, exercising some
discretionary authority, is a fiduciary of the corporation as a matter of law. Conversely, a
25
‘nominal’ officer with no management authority is not a fiduciary. Whether a particular
officer participates in management is a question of fact.”), with Erhart v. BofI Holding,
26
Inc., 387 F. Supp. 3d 1046, 1055 (S.D. Cal. 2019) (“During the term of employment, an
employer is entitled to its employees’ ‘undivided loyalty.’” (quoting Fowler v. Varian
27
Assocs., Inc., 196 Cal. App. 3d 34, 41 (Ct. App. 1987))). However, because defendants
1 solicit customers or do other acts in direct competition to the current business prior to
2 leaving that business. Id. at 346 n.10. The court determined that the officer breached his
3 fiduciary duty when “he supplie[d] the competitor with a selective list of the corporation’s
4 employees . . . together with the salary the corporation [was] paying the employee and a
5 suggestion as to the salary the competitor should offer in order to be successful in
6 recruitment.” Id. at 350–51.
7 Defendants argue that Akagaki and Laffer were only working with Holzman to
8 identify business opportunities (i.e., preparing to compete) and therefore did not breach
9 their duty to Albert’s. Mtn. at 10. Plaintiff responds that the complaint includes several
10 factual allegations of actions by Laffer and Akagaki, while employed by Albert’s, that go
11 beyond preparing to leave. Opp. at 16–17.
12 The facts here are similar to the direct competition outlined in and prohibited by
13 Bancroft-Whitney. For instance, plaintiff alleges that Laffer “commenced working for
14 TFO” while employed by Albert’s and did not disclose his employment with TFO to
15 Albert’s. Compl. ¶ 92. Akagaki and Holzman recruited other Albert’s employees to
16 provide trade secrets to Holzman in order for Holzman to develop a competing business
17 model. Id. ¶ 34; cf. Bancroft-Whitney, 64 Cal. 2d at 346 n.10 (“Comment e of section 393
18 of the Restatement Second of Agency provides that an agent can make arrangements to
19 compete with his principal even before the termination of the agency, but that he cannot
20 properly use confidential information peculiar to his employer’s business and acquired
21 therein.”). Therefore, plaintiff meets the second element.
22 c. Damage and Economic Loss Rule
23 Plaintiff alleges that it was proximately damaged by Akagaki and Laffer’s acts,
24 which defendants do not contest. Rather, defendants contend that the economic loss
25 rule bars a duty of loyalty claim because the claim is actually a breach of contract claim.
26 Mtn. at 10.
27 The economic loss rule provides:
because the product he bought is not working properly, his
1 remedy is said to be in contract alone, for he has suffered only
“economic losses.” This doctrine hinges on a distinction drawn
2 between transactions involving the sale of goods for
commercial purposes where economic expectations are
3 protected by commercial and contract law, and those involving
the sale of defective products to individual consumers who are
4 injured in a manner which has traditionally been remedied by
resort to the law of torts.
5
6 Robinson Helicopter Co. v. Dana Corp., 34 Cal. 4th 979, 988 (2004) (internal quotation
7 marks omitted) (quoting Neibarger v. Universal Coops., Inc., 486 N.W.2d 612, 615 (Mich.
8 1992)). The predicate for applying the economic loss rule is breach of a contract. See id.
9 at 989–90; see also Giles v. Gen. Motors Acceptance Corp., 494 F.3d 865, 873 (9th Cir.
10 2007) (“The economic loss doctrine provides that certain economic losses are properly
11 remediable only in contract.”).
12 Here, plaintiff’s breach of duty of loyalty claim is a based on a breach of fiduciary
13 duty and plaintiff does not allege the duty arose by contractual obligation. The fiduciary
14 duty, therefore, arises as a matter of law. See GAB Bus. Servs., 83 Cal. App. 4th at 416.
15 Accordingly, the economic loss rule is not applicable. For the foregoing reasons,
16 defendants’ motion to dismiss plaintiff’s sixth claim for breach of fiduciary duty is
17 DENIED.
18 7. Seventh Claim: Tortious Inducement to Breach of Duty of Loyalty
19 Defendants argue that there is no cause of action for tortious inducement to
20 breach the duty of loyalty. Mtn. at 12. Plaintiff responds that inducement to breach the
21 duty is recognized and cites cases that purport to stand for that proposition. Opp. at 18.
22 “Under California law, inducement of breach of fiduciary duty is not a cognizable
23 cause of action.” Dung Dang v. Citimortgage, Inc., No. SACV09-00858-CJC, 2010 WL
24 11520161, at *2 (C.D. Cal. Mar. 11, 2010) (citing 1–800 Contacts, Inc. v. Steinberg, 107
25 Cal. App. 4th 568, 588 (Ct. App. 2003)). Instead, California courts construe inducement
26 claims as either conspiracy to breach a fiduciary duty or aiding and abetting a breach of
27 fiduciary duty. See 1-800 Contacts, 107 Cal. App. 4th at 588 & n.15. Indeed, a case
1 an aiding and abetting framework. Opp. at 18 (citing Nasrawi v. Buck Consultants LLC,
2 231 Cal. App. 4th 328 (Ct. App. 2014)).
3 “The elements of a claim for aiding and abetting a breach of fiduciary duty are: (1)
4 a third party’s breach of fiduciary duties owed to plaintiff; (2) defendant’s actual
5 knowledge of that breach of fiduciary duties; (3) substantial assistance or encouragement
6 by defendant to the third party’s breach; and (4) defendant’s conduct was a substantial
7 factor in causing harm to plaintiff.” Nasrawi, 231 Cal. App. 4th 328, 343 (citations
8 omitted).
9 Because plaintiff sufficiently pleads its sixth claim for breach of fiduciary duty by
10 Akagaki and Laffer, that finding establishes the first element here. With regard to the
11 second element, Holzman, as a former Albert’s employee, had actual knowledge of
12 Akagaki and Laffer’s duty to Albert’s. E.g., Compl. ¶ 19. With respect to the third
13 element, plaintiff alleges an affirmative step by Holzman because: “Holzman recruited
14 Akagaki to join him in the plan to compete against Albert’s” and “Holzman and Akagaki
15 then directly recruited other of Albert’s key employees to provide Albert’s Trade Secrets.”
16 Id. ¶ 34. Further, Laffer attended an industry summit while he was employed by Albert’s,
17 but TFO paid for Laffer’s registration to attend the summit. Id. ¶ 40. Plaintiff alleges that
18 Laffer registered to attend as a vice president for TFO and TFO publicized that Laffer and
19 Holzman would attend the summit as representatives of TFO. Id. ¶¶ 39, 41. These
20 allegations are sufficient to demonstrate substantial assistance or encouragement from
21 Holzman and TFO to Akagaki and Laffer to breach their respective duties meeting the
22 third element.
23 This claim is also brought against Akagaki, but plaintiff only alleges that he
24 assisted or encouraged unnamed Albert’s employees to breach their duties. Id. ¶ 101.
25 Because the details as to Akagaki’s role are unclear, there are not sufficient allegations to
26 show substantial assistance or encouragement. Finally, it is plausible that Holzman’s
27 actions resulting in Akagaki’s and Laffer’s breaches were a substantial factor in causing
1 For the foregoing reasons, defendants’ motion to dismiss plaintiff’s seventh cause
2 of action for inducement of breach of fiduciary duty (properly understood as aiding and
3 abetting a breach of fiduciary duty) as alleged against Holzman and TFO is DENIED.
4 Defendants’ motion to dismiss plaintiff’s seventh claim as alleged against Akagaki is
5 GRANTED.
6 8. Eighth Claim: Unfair Competition
7 Plaintiff’s eighth cause of action is for a violation of California’s unfair competition
8 law (“UCL”). Defendants argue that the unfair competition law only remedies a loss of
9 money or property and because plaintiff seeks restitution of profits, then its claim under
10 the unfair competition law is barred. Mtn. at 12.
11 The UCL creates a cause of action for business practices that are (1) unlawful, (2)
12 unfair, or (3) fraudulent. Cal. Bus. & Prof. Code. § 17200. Each “prong of the UCL
13 [provides] a separate and distinct theory of liability.” Lozano v. AT & T Wireless Servs.,
14 Inc., 504 F.3d 718, 731 (9th Cir. 2007); see also Imax Corp. v. Cinema Techs., Inc., 152
15 F.3d 1161, 1169 (9th Cir. 1998) (discussing common law unfair competition). Here,
16 plaintiff’s UCL claim is premised on Akagaki and Holzman’s theft of “confidential and
17 proprietary trade secret information” and use of that information to induce Albert’s clients
18 to conduct business with TFO instead. Compl. ¶ 106. The complaint goes on to state
19 “[d]efendants knew that by stealing Albert’s confidential and proprietary information
20 without express permission . . . they were engaging in unfair business practice in violation
21 of California law, including in violation of California Civil Code sections 3426 et seq. and
22 the Defend Trade Secrets Act.” Id. ¶ 107. These allegations rely exclusively on
23 misappropriation of trade secrets and confidential information. Accordingly, CUTSA
24 supersedes the UCL claim.
25 For the foregoing reasons, defendants’ motion to dismiss plaintiff’s eighth cause of
26 action for violation of UCL is GRANTED.
27 9. Ninth Claim: Interference with Prospective Economic Advantage
1 elements of interference with prospective economic advantage are:

2 (1) an economic relationship between the plaintiff and some
third party, with the probability of future economic benefit to the
3 plaintiff; (2) the defendant’s knowledge of the relationship; (3)
intentional acts on the part of the defendant designed to disrupt
4 the relationship; (4) actual disruption of the relationship; and (5)
economic harm to the plaintiff proximately caused by the acts
5 of the defendant.
6 Korea Supply, 29 Cal. 4th at 1153. “[I]nterference with prospective economic advantage
7 requires a plaintiff to allege an act that is wrongful independent of the interference itself.”
8 CRST Van Expedited, Inc. v. Werner Enters., Inc., 479 F.3d 1099, 1108 (9th Cir. 2007)
9 (citing Della Penna v. Toyota Motor Sales, U.S.A., Inc., 11 Cal. 4th 376, 392–93 (1995)).
10 The dispositive element here is the independently wrongful act. Plaintiff alleges
11 that on or about March 3, 2018, “Holzman sent correspondence to prospective business
12 partners laying out a proposed plan to recreate PACO by poaching Albert’s customers,
13 suppliers and key employees.” Compl. ¶ 32. The correspondence included the names of
14 Albert’s customers and suppliers. Id. ¶ 33. These allegations are sufficiently factual to
15 allege an independent wrongful act. Yet these allegations demonstrate that the
16 independent wrongful act here was the misappropriation of trade secrets and non-trade
17 secret confidential information.
18 Plaintiff contends that the complaint alleges disruption to its business relationships
19 as an independent wrong. Opp. at 21. However, there are no factual allegations
20 elaborating or explaining what “intentional conduct” supports such a business disruption,
21 other than the misappropriation alleged in paragraphs 32 and 33. Because the
22 independent wrongful act involves misappropriation of trade secrets, CUTSA supersedes
23 plaintiff’s ninth claim.
24 For the foregoing reasons, defendants’ motion to dismiss plaintiff’s ninth cause of
25 action for intentional interference with prospective economic advantage is GRANTED.
26 CONCLUSION
27 For the foregoing reasons, defendants’ motion to dismiss plaintiff’s first and
1 motion to dismiss plaintiff’s third cause of action for breach of contract is DENIED;
2 defendants’ motion to dismiss plaintiff’s fourth cause of action for tortious inducement to
3 breach contract is DENIED; defendants’ motion to dismiss plaintiff’s fifth cause of action
4 for tortious interference with business relations/conduct is GRANTED and the claim is
5 DISMISSED WITH LEAVE TO AMEND; defendants’ motion to dismiss plaintiff’s sixth
6 cause of action for breach of fiduciary duty is DENIED; defendants’ motion to dismiss
7 plaintiff’s seventh cause of action for inducement of breach of fiduciary duty as alleged
8 against Holzman and TFO is DENIED and as alleged against Akagaki is GRANTED and
9 the claim against Akagaki is DISMISSED WITH LEAVE TO AMEND; defendants’ motion
10 to dismiss plaintiff’s eighth cause of action for UCL is GRANTED and the claim is
11 DISMISSED WITH LEAVE TO AMEND; and defendants’ motion to dismiss plaintiff’s
12 ninth claim for interference with prospective economic advantage is GRANTED and the
13 claims is DISMISSED WITH LEAVE TO AMEND. Plaintiff shall file any amended
14 complaint within 21 days of the date of this order. No new parties or causes of action
15 may be pleaded without leave of court or the agreement of all defendants.
16 IT IS SO ORDERED.
17 Dated: March 23, 2020
18 /s/ Phyllis J. Hamilton
PHYLLIS J. HAMILTON
19 United States District Judge

20

21
22
23
24
25
26
27

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10063460. Public record. Not legal advice.