Under Rule 8, a complaint must “give the defendant fair notice of what the ... claim is and the grounds upon which it rests.”
How later courts described this case
- Under Rule 8, a complaint must “give the defendant fair notice of what the ... claim is and the grounds upon which it rests.”
- “[S]ection 1927 sanctions must be supported by a finding of subjective bad faith, which is present when an attorney knowingly or recklessly raises a frivolous argument, or argues a meritorious claim for the purpose of harassing an opponent.”
Written by the judges who cited it.
The opinion
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘O’
Case No. = 2:23-cv-06597-CAS-MAAx Date July 30, 2025
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
Present: The Honorable CHRISTINA A. SNYDER
Catherine Jeang Not Present N/A
Deputy Clerk Court Reporter / Recorder Tape No.
Attorneys Present for Plaintiffs: Attorneys Present for Defendants:
Not Present Not Present
Proceedings: (IN CHAMBERS) - THE VMG INDIVIDUALS’ MOTION TO
STRIKE (Dkt. 249, filed on July 7, 2025)
I. INTRODUCTION & BACKGROUND
The Court finds this motion appropriate for decision without oral argument. Fed.
R. Civ. P. 78; L.R. 7-15. Therefore, the August 4, 2025, hearing at 10:00 a.m. is vacated.
The history and background of this case are well-known to the parties and set forth in the
Court’s December 2, 2024 order. See dkt. 200. Accordingly, the Court only recites
procedural events here that are relevant to the instant motion.
In their operative second amended complaint, plaintiffs Sharon and Odelya
Hoffman, RGL Holdings LLC, RGL Management LLC, and Vitamin Friends LLC
(“plaintiffs”) assert claims against defendants Goli Nutrition, Inc. (Canada); Goli
Nutrition, Inc. (Delaware); 12416913 Canada Inc.; Deepak Agarwal; Michael Bitensky;
Randy Bitensky; VMG Partners, LLC; VMG Partners Mentors Circle IV L.P.; VMG
Partners IV, LP; Wayne Wu (“Wu”); Jonathan Marshall (“Marshall”); MeriCal Inc.
(“MeriCal”); DLA Piper LLP (US) (“DLA Piper”): and Roger Tyre (collectively,
“defendants”). Dkt. 155 (“SAC”).
Following the Court’s December 2, 2024 ruling on motions to dismiss filed by
several defendants, three claims remain in this action: (1) Vitamin Friends LLC’s
(“Vitamin Friends”) claim pursuant to the Defend Trade Secrets Act (“DTSA”), 18
U.S.C. § 1836, against MeriCal, Deepak Agarwal, Michael Bitensky, Randy Bitensky,
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘Oo’
Case No. 2:23-cv-06597-CAS-MAAx Date July 30, 2025
Title “Sharon Hoffman etal. v.Goli Nutrition, Inc.etal =”
and the “VMG Defendants”;! (2) Sharon Hoffman’s malpractice claim against DLA
Piper: and (3) Sharon Hoffman’s breach of fiduciary duty claim against DLA Piper.”
Dkt. 200 at 28.
On June 23, 2025, plaintiffs filed an Errata, titled “Errata Regarding the Inclusion
of Wayne Wu and Jonathan Marshall in the Defined Term the ‘VMG Defendants.’” Dkt.
248. The Errata states that Wu and Marshall were not included in the definition of the
“VMG Defendants” in plaintiffs’ SAC due to “an inadvertent typographical/clerical
error.” Id. at 2.
On July 7, 2025, Wu and Marshall (collectively, the “VMG individual defendants”
or “Wu and Marshall”) filed the instant motion to strike plaintiffs’ Errata. Dkt. 249
(“Mot.”). On July 14, 2025, plaintiffs filed an opposition. Dkt. 253 (““Opp.”). On July
21, 2025, the VMG individual defendants filed a reply. Dkt. 256 (“Reply”).
Having carefully considered the parties’ arguments and submissions, the Court
finds and concludes as follows.
Il. LEGAL STANDARD
A motion to strike material from a pleading is made pursuant to Fed. R. Civ. P.
12(f). Under Fed. R. Civ. P. 12(f), the Court may strike from a pleading any “insufficient
defense” or any material that is “redundant, immaterial, impertinent or scandalous.” A
Fed. R. Civ. P. 12(f) motion is not a motion to dismiss for failure to state a claim upon
which relief may be granted, and, where not involving a purportedly insufficient defense,
simply tests whether a pleading contains inappropriate material. The essential function of
a Fed. R. Civ. P. 12(f) motion 1s to “avoid the expenditure of time and money that must
arise from litigating spurious issues by dispensing with those issues prior to trial.”
Fantasy, Inc. v. Fogerty, 984 F.2d 1524, 1527 (9th Cir. 1993), rev’d on other grounds,
510 U.S. 517 (1994). Because of “the limited importance of pleadings in federal
1 The Court uses the term the “VMG Defendants” here because it is the term used in the
SAC to describe one of the parties against whom the DTSA claim is asserted. See SAC
at 47. The definition of this term is the subject of the instant motion.
The claims against Goli Nutrition, Inc. (Canada) and Goli Nutrition, Inc. (Delaware)
have been stayed since April 29, 2024, due to pending bankruptcy proceedings. Dkt. 96.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘Oo’
Case No. = 2:23-cv-06597-CAS-MAAx Date July 30, 2025
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
practice,” motions to strike pursuant to Fed. R. Civ. P. 12(f) are disfavored. Bureerong v.
Uvawas, 922 F. Supp. 1450, 1478 (C_D. Cal. 1996).
DISCUSSION
The VMG individual defendants first argue that the Errata must be stricken
because Errata cannot be used to amend a complaint; rather, they can only be used to
correct minor, inadvertent typographical errors. Mot. at 9. The VMG individual
defendants contend that, in submitting an Errata to amend their complaint, plaintiffs
violated Federal Rule of Civil Procedure 15 (“Rule 15”), which governs how a party may
amend its pleading. Id. Further, the VMG individual defendants argue that plaintiffs’
Errata does not seek to correct a mere typographical error. Id. The VMG individual
defendants assert that, in the SAC, plaintiffs’ DTSA claim is pled solely against the
“WMG Defendants,” which are defined earlier in the SAC as “VMG Partners, LLC,
VMG Partners Mentors Circle IV L.P., [and] VMG Partners IV, LP.” Id. According to
the VMG individual defendants, the purpose of plaintiffs’ Errata is to expand their DTSA
claim so that it is also brought against Wu and Marshall, even though the only claim
against Wu and Marshall, pursuant to the Racketeer Influenced and Corrupt
Organizations Act (“RICO”), 18 U.S.C. § 1962, was dismissed “long ago.” Id. at 10.
Second, the VMG individual defendants argue that failing to strike the Errata
would prejudice them, as it would deprive them of their rights under Rule 15 to oppose a
motion for leave to amend and file a motion to dismiss. Id. at 10-11. Further, the VMG
individual defendants contend that plaintiffs’ delay in filing the Errata—seven months
after Wu and Marshall were dismissed from the case—“improperly delays resolution of
this matter.” Id. at 11. The VMG individual defendants assert that plaintiffs knew the
SAC did not allege a DTSA claim against them, based on 1) their decision to only assert
the claim against the “VMG Defendants,” as defined in the SAC; and 2) the multiple
filings in which VMG Partners, LLC, VMG Partners Mentors Circle IV L.P., and VMG
Partners IV, LP noted that the DTSA claim was asserted solely against the corporate
VMG defendants.’ Id. at 12. The VMG individual defendants argue that they are also
3 According to the VMG individual defendants, these filings include: an October 18,
2024 motion to dismiss, describing “Vitamin Friends’ claim for misappropriation of trade
secrets under the DTSA against the corporate VMG defendants”; a January 2, 2025
answer, noting that “on December 18, 2024, the Court dismissed the sole claim (RICO)
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘O’
Case No. 2:23-cv-06597-CAS-MAAx Date July 30, 2025
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
prejudiced by the legal fees that they have incurred to respond to plaintiffs’ “repeated
amendments and corrections.” Id. The VMG individual defendants contend that
plaintiffs’ Errata aims to “threaten the VMG [i|ndividuals personally in an improper
attempt to extort a settlement.” Id. at 13.
Third, the VMG individual defendants argue that any attempt by plaintiffs to
amend their complaint to assert a DTSA claim against Wu and Marshall would be futile.
Id. This is because, according to the VMG individual defendants, the SAC does not
allege that Wu or Marshall acquired or disclosed a trade secret and any such allegation
would be implausible. Id. at 14-16. Finally, they argue that sanctions should be imposed
on plaintiffs to enforce the Court’s rules. Id. at 17-20. Pursuant to 28 U.S.C. § 1927, the
VMG individual defendants request that plaintiffs reimburse the approximately $30,000
in attorneys’ fees and costs that they have incurred for this motion. Id.
In opposition, plaintiffs argue that, as “a matter of logic,” the term “VMG
Defendants” includes Wu and Marshall. Opp. at 1. Plaintiffs contend that, in their own
memoranda of points and authorities throughout this case, VMG Partners, LLC, VMG
Partners Mentors Circle IV L.P., and VMG Partners IV, LP included Wu and Marshall in
their definition of the “VMG Defendants.” Id. Plaintiffs assert that the Errata does not
deprive Wu and Marshall of their right to oppose leave to amend or move to dismiss, as
both Wu and Marshall have, in fact, opposed leave to amend and moved to dismiss,
“multiple times.” Id. Next, plaintiffs argue that the SAC shows the VMG individual
defendants’ “personal involvement” in Goli’s misappropriation of Vitamin Friends’ trade
secrets. Id. at 2. According to plaintiffs, it is “absurd to believe” that the corporate VMG
defendants could be liable for misappropriation of Vitamin Friends’ trade secrets without
acting through Wu and Marshall, who sat on Goli’s board and implemented the
misappropriation. Id. at 3. Finally, plaintiffs argue that the VMG individual defendants
are responsible for the delays in this case, as they have not propounded discovery. Id.
alleged against VMG investment professionals Wayne Wu and Jonathan Marshall”; and
the June 14, 2025 Joint Rule 26(f) Report, stating that “[t|he claims previously alleged
against named defendants Wayne Wu and Jonathan Marshall have been dismissed, and so
Messrs. Wu and Marshall are not parties to this Rule 26(f) Report.” Mot. at 12, 7.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘O’
Case No. 2:23-cv-06597-CAS-MAAx Date July 30, 2025
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
In reply, the VMG individual defendants assert that, while they did have an
opportunity to move to dismiss the RICO claim against them, they never had an
opportunity to move to dismiss the DTSA claim—because it was not alleged against
them. Reply at 3. Next, the VMG individual defendants argue that plaintiffs’ opposition
brief does not cite any legal authority supporting the Errata or address the prejudice
arising from delays. Id. at 4, 7. The VMG individual defendants contend that, since the
Court dismissed them from the case on December 2, 2024, this litigation has moved
forward and the parties have held their Rule 26(f) conference. Id. at 7. The VMG
individual defendants assert that, as non-parties, they did not participate, and requiring
them to re-enter now would be prejudicial. Id. at 8. Additionally, the VMG individual
defendants state that plaintiffs misrepresented the status of discovery in their opposition
brief, as VMG Partners IV, L.P. and VMG Partners Mentors Circle IV, L.P. served
discovery on plaintiffs on June 20, 2025. Id. Finally, the VMG individual defendants
contend that plaintiffs failed to respond to their arguments about sanctions. Id. at 11.
On this record, the Court finds that plaintiffs’ Errata improperly seeks to amend the
SAC to re-add the VMG individual defendants—previously dismissed from this case on
December 2, 2024—as parties. Errata may only be filed to correct a clerical or
typographical error, not to raise substantive issues before the Court. See Bias v.
Moynihan, 508 F.3d 1212, 1224 (9th Cir. 2007). Accordingly, the Court finds that
plaintiffs’ Errata must be stricken because amending the SAC to add previously
dismissed parties constitutes a substantive action. See, e.g., Kamath v. Superior Ct. of
California Cnty. of Los Angeles, Case No. 2:23-CV-08979-JFW-DTBx, Dkt. 50, at 2-3
(C.D. Cal. Feb. 21, 2024) (striking plaintiff's first Errata because “it was an attempt to
amend the FAC” and striking plaintiff's second Errata because it aimed “to substitute the
true names of two defendants which were previously alleged to be unknown.”).
Plaintiffs argue that their failure to include Wu and Marshall in the definition of
the “VMG Defendants” on page 2 of the SAC was inadvertent. Opp. at 1. Assuming
arguendo that this omission was inadvertent, the Court still finds that an Errata is not the
proper avenue to correct the error, as the SAC did not provide fair notice to Wu and
Marshall that the DTSA claim was asserted against them. See Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007) (Under Rule 8, a complaint must “give the
defendant fair notice of what the ... claim is and the grounds upon which it rests.”). The
DTSA claim is not asserted against Wu and Marshall, unlike the RICO claim, which
refers to them explicitly by name. Compare SAC at 47 with id. at 53. Rather, the DTSA
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘O’
Case No. = 2:23-cv-06597-CAS-MAAx Date July 30, 2025
Title “Sharon Hoffman etal. v.Goli Nutrition, Inc.etal =”
claim is asserted against “the Goli Defendants, the VMG Defendants, and Meri[C]al,”
and the VMG Defendants are defined as only “VMG Partners, LLC, VMG Partners
Mentors Circle IV L.P., [and] VMG Parties IV, LP.” See id. at 47, 2. Accordingly,
adding Wu and Marshall to the definition of the “VMG Defendants” would be a
substantive amendment to the complaint, which must be sought through the procedures
outlined in Rule 15(a)(2), not an Errata. Under Rule 15(a)(2), plaintiffs must obtain “the
opposing party’s written consent or the court’s leave.” Fed. R. Civ. P. 15(a)(2).
The Court will entertain a motion for leave to amend from plaintiffs to assert a
DTSA claim against Wu and Marshall, if they so choose. Any such motion must be filed
no later than August 6, 2025. While the VMG individual defendants argue that any
amendment would be futile, see Mot. at 13-17, the Court will not consider the merits of a
potential amendment on the instant motion to strike plaintiffs’ Errata. These arguments
are more appropriately made in a brief opposing plaintiffs’ motion for leave to amend or
in a motion to dismiss plaintiffs’ amended complaint. See also Emst v. ZogSports
Holdings LLC, No. 2:18-CV-09043-RGK-MRW, 2019 WL 1423776, at *2 (C.D. Cal.
Feb. 26, 2019) (“Denial of leave to amend for futility is rare, as courts typically defer
consideration of challenges to the merits of a proposed amendment until after leave is
granted and the pleading is filed.”).
Turning to Wu and Marshall’s request, pursuant to 28 U.S.C. § 1927, for sanctions
and attorneys’ fees, the Court continues to reserve judgment on sanctions for decision at
the conclusion of this case. See B.K.B. v. Maui Police Dep't, 276 F.3d 1091, 1107 (9th
Cir. 2002) (“[S]ection 1927 sanctions must be supported by a finding of subjective bad
faith, which is present when an attorney knowingly or recklessly raises a frivolous
argument, or argues a meritorious claim for the purpose of harassing an opponent.”)
(emphasis omitted). The Court admonishes plaintiffs’ counsel moving forward to only
file Errata concerning clerical and typographical errors, not substantive issues.
///
///
///
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘O’
Case No. = 2:23-cv-06597-CAS-MAAx Date July 30, 2025
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
IV. CONCLUSION
In accordance with the foregoing, the Court GRANTS the VMG individual
defendants’ motion insofar as it seeks to strike plaintiffs’ Errata. Plaintiffs are directed to
file a motion for leave to amend to add Wu and Marshall as parties to the DTSA claim, if
they so choose, no later than August 6, 2025. The Court RESERVES JUDGMENT on
the VMG individual defendants’ request for sanctions and attorneys’ fees.
IT IS SO ORDERED.
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Initials of Preparer CMI