The opinion
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2
3 UNITED STATES DISTRICT COURT
4 NORTHERN DISTRICT OF CALIFORNIA
5 SAN JOSE DIVISION
6
7 MULTI-FLEX CIRCUITS PTY LIMITED, Case No. 25-cv-00303-BLF
et al.,
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Plaintiffs, ORDER GRANTING-IN-PART AND
9 DENYING-IN-PART DEFENDANT'S
v. MOTION TO DISMISS PLAINTIFFS'
10 AMENDED COMPLAINT
LIGHT & MOTION INDUSTRIES, INC.,
11 [Re: ECF No. 42]
Defendant.
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13 Before the Court is Light & Motion Industries, Inc.’s (“LMI’s”) Motion to Dismiss the
14 Amended Complaint. ECF No. 42 (“Mot.”); see also ECF No. 49 (“Reply”). Plaintiffs Multi-
15 Flex Circuits Pty. Limited (“Multi-Flex”) and Elecsys Manufacturing Corporation (“Elecsys”)
16 oppose the motion. ECF No. 47 (“Opp.”). The Court held a hearing on the motion on
17 November 20, 2025. See ECF No. 52.
18 For the reasons stated by the Court on the record at the hearing and summarized below, the
19 Court GRANTS-IN-PART and DENIES-IN-PART Defendant’s Motion to Dismiss the Amended
20 Complaint.
21 I. BACKGROUND
22 For purposes of this motion, the following facts alleged in the Complaint are taken as true.
23 Multi-Flex is a company based in Australia that designs and manufactures printed circuit boards.
24 First Amended Complaint (“FAC”) ¶ 1, ECF No. 41. Elecsys is a company based in the
25 Philippines that provides electronics manufacturing services involving assembly, testing,
26 packaging, and distribution of electronic parts. Id. ¶ 2. LMI is a California corporation that sells
27 lights and related equipment marketed for use with bicycles, underwater diving, and photography.
1 LMI has ordered printed circuit boards from Multi-Flex for over a decade. Id. ¶ 8. During
2 that time, LMI “[f]requently” requested that Elecsys source many of the parts for the circuit
3 boards. Id. Within the last four years, LMI “began to fall significantly behind in paying Multi-
4 Flex and Elecsys for its orders.” Id. ¶ 9.
5 Plaintiffs allege that LMI owes Multi-Flex $681,393 (plus interest) “for electronic and
6 lighting parts that Multi-Flex shipped to LMI.” Id. Plaintiffs further allege that LMI owes
7 Elecsys $583,229 “for parts that Elecsys purchased at LMI’s specific request, in anticipation of
8 future shipments.” Id. Plaintiffs attach as exhibits to the FAC Multi-Flex’s “standard conditions
9 of sale,” id. Ex. A, “purchase orders that Multi-Flex received from LMI,” id. Ex. B, “invoices that
10 [Multi-Flex] issued to LMI and for which Multi-Flex has not received full payment,” id. Ex. C,
11 and a list of “goods and materials that Elecsys has purchased on behalf of LMI, at LMI’s specific
12 request,” id. Ex. D.
13 Multi-Flex and Elecsys filed suit on January 9, 2025, see ECF No. 4, and the Court
14 dismissed the complaint with leave to amend on July 16, 2025, see ECF No. 33 (“Prior Order”).
15 Plaintiffs filed the FAC on August 27, 2025. Multi-Flex asserts two claims against LMI: (1) a
16 claim for breach of written contract, FAC ¶¶ 10–15, and (2) a claim for “common counts,” id.
17 ¶¶ 16–19. Elecsys brings its own common count claim against LMI. Id. ¶¶ 20–23.
18 II. LEGAL STANDARD
19 Dismissal of a complaint is appropriate under Rule 12(b)(6) “if the complaint fails to state
20 a cognizable legal theory or fails to provide sufficient facts to support a claim.” Sinclair v. City of
21 Seattle, 61 F.4th 674, 678 (9th Cir. 2023). When considering a Rule 12(b)(6) motion, a court must
22 “take all allegations of fact as true and construe them in the light most favorable to the nonmoving
23 party.” Id. While a complaint need not contain detailed factual allegations, it “must contain
24 sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’”
25 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,
26 570 (2007)).
27 In deciding whether to grant leave to amend, courts consider the factors set forth by the
1 Circuit in Eminence Capital, LLC v. Aspeon, Inc., 316 F.3d 1048 (9th Cir. 2003). A district court
2 ordinarily must grant leave to amend unless one or more of the Foman factors is present:
3 (1) undue delay, (2) bad faith or dilatory motive, (3) repeated failure to cure deficiencies by
4 amendment, (4) undue prejudice to the opposing party, or (5) futility of amendment. Id. at 1052.
5 “[I]t is the consideration of prejudice to the opposing party that carries the greatest weight.” Id.
6 However, a strong showing with respect to one of the other factors may warrant denial of leave to
7 amend. Id.
8 III. DISCUSSION
9 A. Breach of Written Contract
10 Only Multi-Flex asserts a claim for breach of written contract. FAC ¶¶ 10–15. LMI
11 argues that Multi-Flex’s breach-of-contract allegations fail to state a claim because the FAC
12 “provide[s] no notice as to what specific obligations were breached or where they are found.”
13 Mot. at 4. Instead, Multi-Flex “attaches documents it contends form part of some sort of contract
14 or contracts,” namely Multi-Flex’s standard conditions of sale, purchase orders and invoices. Id.
15 Because the FAC does not indicate how the “various attachments” “relate to each other,” the
16 reader is “left to guess” the fundamental bases of this claim. Id. at 5. In opposition, Multi-Flex
17 responds that LMI does not invoke the correct body of law governing the dispute. Opp. at 7–9.
18 Instead, Multi-Flex argues that instead of California contract law, the claim is governed by the
19 United Nations Convention on Contracts for the International Sale of Goods (“CISG”). Under that
20 law, Multi-Flex argues that it has pleaded its breach of contract claim with sufficient specificity,
21 including by attaching “the products that LMI ordered from it, the quantities and prices, the
22 products that Multi-Flex shipped to LMI, the dates shipped, and the amount LMI still owes for
23 these shipments.” Id. at 9–15. On reply, LMI argues that Multi-Flex has pivoted away from the
24 claim it pled in the FAC and thus waived its right to assert the CISG as the basis for its contract
25 claim. Reply at 2–3.
26 As a threshold matter, the Parties dispute the applicable law. Multi-Flex argues that the
27 contract at issue arises under the CISG. Opp. at 7–9. Multi-Flex contends that because the
1 did not expressly opt out of the CISG, the CISG governs. Id. LMI argues that Multi-Flex cannot
2 rely on the CISG because it raised this issue for the first time only in opposition to the motion to
3 dismiss the FAC. Reply at 1–3. Indeed, the initial complaint, the first round of motion to dismiss
4 briefing, the case management statement, and the FAC are entirely devoid of references to the
5 CISG, which has left the Court and Multi-Flex to “presume” that the “contract claim was
6 predicated on California law.” Id. At the hearing, Plaintiffs’ counsel explained that he learned of
7 the existence and applicability of the CISG only recently, through conducting research in
8 connection with the instant motion. He, in effect, conceded that the FAC was not pled under the
9 CISG.
10 It is clear that the FAC pleads the breach of written contract claim under California law
11 and Multi-Flex does not argue that the claim was adequately pled under California law. Finding
12 that Multi-Flex has failed to plead facts supporting the essential elements of a breach of contract
13 under California law, the Court GRANTS the motion to dismiss the breach of written contract
14 claim WITH PREJUDICE. However, this dismissal is without prejudice to filing a motion to
15 amend pursuant to Rule 16 of the Federal Rules of Civil Procedure to add a breach of contract
16 claim under the CISG.
17 B. Common Counts
18 Plaintiffs each assert a common count claim. FAC ¶ 17 (“LMI has become indebted to
19 Multi-Flex in the amount of $681,393 for goods sold and delivered . . . .”); Id. ¶ 21 (“LMI has
20 become indebted to Elecsys in the amount of $583,229 for goods and materials that Elecsys has
21 purchased, at LMI’s specific request . . . .”). LMI seeks to dismiss both claims.
22 “A common count . . . is a simplified form of pleading normally used to aver the existence
23 of various forms of monetary indebtedness, including that arising from an alleged duty to make
24 restitution under an assumpsit theory.” Korchemny v. Piterman, 68 Cal. App. 5th 1032, 1047
25 (2021) (quoting Zumbrun v. Univ. of S. Cal., 25 Cal. App. 3d 1, 14–15 (1972)). It “broadly
26 applies ‘wherever one person has received money which belongs to another, and which in equity
27 and good conscience . . . should be returned.’” Rubinstein v. Fakheri, 49 Cal. App. 5th 797, 809
1 The elements of a common count claim are: “(1) the statement of indebtedness in a certain sum,
2 (2) the consideration, i.e., goods sold, work done, etc., and (3) nonpayment.” Balboa Cap. Corp.
3 v. Shaya Med. P.C. Inc., 623 F. Supp. 3d 1059, 1070–71 (C.D. Cal. 2022) (quoting Farmers Ins.
4 Exch. v. Zerin, 53 Cal. App. 4th 445, 460 (1997)).
5 1. Multi-Flex’s Common Count Claim
6 LMI argues that Multi-Flex’s common count claim is “entirely duplicative of its breach of
7 contract claim” and therefore should be dismissed because the breach of written contract claim
8 should be dismissed. Mot. at 15. LMI further contends that even if the breach of written contract
9 claim survives, the common count should be dismissed as “wholly duplicative.” Id. at 16–17.
10 Multi-Flex responds that its common count claim should not be dismissed because the breach of
11 written contract claim is adequately pleaded. Opp. at 15–16. Multi-Flex also argues that its
12 common count claim is not wholly duplicative of the contract claim and instead “affords a
13 different avenue for relief.” Id. at 16.
14 As the Court explained on the record at the hearing, the FAC provides sufficient
15 allegations and exhibits to support Multi-Flex’s common count claim. In addition to the allegation
16 that “LMI has become indebted to Multi-Flex in the amount of $681,393 for goods sold and
17 delivered to LMI,” FAC ¶ 17, Plaintiffs have attached purchase orders and invoices, which
18 provide LMI with sufficient notice, see id. Exs. A, B, C. See also Eurodrip, USA, Inc. v. B & B
19 Drip Irrigation, Inc., No. 09-cv-00716-AWI-SMS, 2009 WL 2365845, at *5 (E.D. Cal. July 31,
20 2009) (finding that a common count claim was sufficiently pleaded where the plaintiff alleged the
21 “transactional history,” “amount of the debt,” and “the absence of payment” and attached “a copy
22 of an invoice”). Moreover, a reasonable inference can be drawn that the references to emails in
23 the purchase orders modified any agreement giving rise to the alleged indebtedness. See e.g., FAC
24 Ex. C at 1 (referencing an “email from Jarmie” in connection with an invoice).
25 LMI is correct that common count claims generally rise and fall with alternative theories
26 seeking the same recovery based on the same facts. See McBride v. Boughton, 123 Cal.App.4th
27 379, 394–95 (2004). Here, however, the breach of written contract claim has been dismissed for
1 dismissal on this ground. Because the claim has been adequately pleaded, the motion to dismiss
2 Multi-Flex’s common count claim is DENIED.
3 2. Elecsys’s Common Count Claim
4 With respect to Elecsys, LMI argues the common count claim fails because the allegations
5 are vague and conclusory. The FAC neither provides facts “underlying its assertion that specific
6 requests were made by email,” nor pleads “reasonable inducement or full performance.” Mot.
7 at 17–22. Plaintiffs contend that the FAC alleges with sufficient detail that it seeks compensation
8 for the products it purchased at LMI’s specific request, including because Plaintiffs attached an
9 exhibit identifying the goods purchased. Opp. at 16–17. On reply, LMI also urges that Elecsys
10 has not identified the specific points at which LMI became indebted to Elecsys. Reply at 11–12.
11 The FAC is short on facts that reference Elecsys. Plaintiffs allege that LMI has
12 “requested” that Elecsys “source many of the parts to be used in its products” manufactured by
13 Multi-Flex, FAC ¶ 8, and “LMI owes Elecsys $583,229” for items it purchased at “LMI’s specific
14 request, in anticipation of future shipments,” id. ¶ 9. Plaintiffs further allege that the indebtedness
15 arose within “the past four years,” and that the requests were “conveyed to Elecsys directly from
16 LMI personnel via emails sent by LMI personnel” to Elecsys. Id. ¶ 21. Finally, Plaintiffs attach
17 an exhibit, which is described as a “true and correct [copy] of the goods and materials that Elecsys
18 has purchased on behalf of LMI.” Id. Ex. D.
19 The Court is unable to discern any meaning from this attachment. Moreover, as the Court
20 explained in the Prior Order and on the record at the hearing, additional factual allegations are
21 necessary to transform Elecsys’s common count claim from speculative to adequately concrete.
22 Elecsys must describe or attach materials sufficient to demonstrate “the specific request(s) made;
23 the specific goods, services, or outlay of money underpinning this claim; and the specific point(s)
24 at which LMI can be considered to have become ‘indebted’ to Elecsys.” Prior Order at 8.
25 Accordingly, Elecsys’s common count claim is DISMISSED. Because Plaintiffs’ Counsel
26 represented at the hearing that Plaintiffs can allege additional, specific facts, the Court finds that
27 the Foman factors do not weigh against permitting amendment. Accordingly, the dismissal of this
IV. ORDER
For the foregoing reasons, IT IS HEREBY ORDERED that LMI’s Motion to Dismiss the
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Amended Complaint, ECF No. 42, is GRANTED-IN-PART and DENIED-IN-PART as follows:
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(1) Multi-Flex’s Breach of Written Contract claim is DISMISSED WITH PREJUDICE.
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This dismissal is without prejudice to filing a Rule 16 motion to amend the pleading to
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add a breach of contract claim under the CISG. See Fed R. Civ. P. 16.
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(2) The motion to dismiss Multi-Flex’s Common Count claim is DENIED.
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(3) Elecsys’s Common Count claim is DISMISSED WITH LEAVE TO AMEND.
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(4) Plaintiffs may file an amended complaint on or before December 4, 2025. Failure to
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meet the deadline to file an amended complaint or failure to cure the deficiencies
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identified in this Order will result in a dismissal of Plaintiffs’ claims with prejudice.
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Plaintiffs may not add parties or claims without the express approval of the Court or
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stipulation of all Parties.
© Dated: November 21, 2025
16 TH LABSON FREEMAN
United States District Judge
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