Emerson

1

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.,

8

Plaintiffs, ORDER DENYING DEFENDANT'S

9 MOTION TO PARTIALLY DISMISS

v. THE SECOND AMENDED

10 COMPLAINT

LIGHT & MOTION INDUSTRIES, INC.,

11 [Re: ECF No. 56]

Defendant.

12

13 Before the Court is Light & Motion Industries, Inc.’s (“LMI’s”) Motion to Partially

14 Dismiss the Second Amended Complaint (“SAC”). ECF No. 56 (“Mot.”); see also ECF No. 61

15 (“Reply”). Plaintiffs Elecsys Manufacturing Corporation (“Elecsys”) and Multi-Flex Circuits Pty

16 Ltd. (“Multi-Flex”) oppose the motion. ECF No. 60 (“Opp.”). The Court previously determined

17 that this motion was suitable for resolution without oral argument and vacated the hearing. ECF

18 No. 77; see Civ. L.R. 7-1(b). For the reasons that follow, the Court DENIES Defendant’s Motion

19 to Partially Dismiss the SAC.

20 I. BACKGROUND

21 For purposes of this motion, the following facts alleged in the SAC are taken as true.

22 Plaintiff Multi-Flex is a company based in Australia that designs and manufactures printed circuit

23 boards. ECF No. 54 (“SAC”) ¶ 1. Plaintiff Elecsys is a company based in the Philippines that

24 provides electronics manufacturing services involving assembly, testing, packaging, and

25 distribution of electronic parts. SAC ¶ 2. Defendant LMI is a California corporation that sells

26 lights and related equipment marketed for use with bicycles, underwater diving, and photography.

27 SAC ¶ 3. LMI has ordered printed circuit boards from Multi-Flex for over a decade. SAC ¶ 8.

1 circuit boards. SAC ¶¶ 8–9. Within the last four years, LMI “began to fall significantly behind in

2 paying Multi-Flex and Elecsys for its orders.” SAC ¶ 12.

3 Plaintiffs allege that LMI owes Multi-Flex $681,393 (plus interest) “for electronic and

4 lighting parts that Multi-Flex shipped to LMI.” SAC ¶¶ 12, 18. Plaintiffs also state that LMI

5 owes Elecsys $583,229 (plus interest) “for parts and materials that Elecsys purchased for LMI at

6 LMI’s specific request, in anticipation of future shipments to LMI that never occurred.” SAC

7 ¶¶ 12, 24. Plaintiffs attach to the SAC emails and purchase orders sent by LMI to Elecsys and

8 Multi-Flex. SAC ¶ 20 & Ex. D. Plaintiffs also summarize the transactions, grouped by purchase

9 order. See SAC ¶ 21.

10 Multi-Flex and Elecsys filed suit on January 9, 2025, see ECF No. 4, and the Court

11 dismissed the initial complaint with leave to amend, see ECF No. 33. After a second round of

12 motion to dismiss briefing, the Court granted in part and denied in part Defendant’s motion to

13 dismiss the First Amended Complaint. See ECF No. 53 (“Prior Order”). Plaintiffs filed the SAC

14 on December 4, 2025. Multi-Flex and Elecsys each assert a claim for “common counts” against

15 LMI. SAC ¶¶ 15–24. In the instant motion, LMI seeks to dismiss Elecsys’s claim.

16 II. LEGAL STANDARD

17 Dismissal of a complaint is appropriate under Rule 12(b)(6) “if the complaint fails to state

18 a cognizable legal theory or fails to provide sufficient facts to support a claim.” Sinclair v. City of

19 Seattle, 61 F.4th 674, 678 (9th Cir. 2023). When considering a Rule 12(b)(6) motion, a court must

20 “take all allegations of fact as true and construe them in the light most favorable to the nonmoving

21 party.” Id. While a complaint need not contain detailed factual allegations, it “must contain

22 sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’”

23 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,

24 570 (2007)).

25 III. DISCUSSION

26 LMI argues that Elecsys’s common count claim is insufficiently pled because the SAC

27 does not allege either a clear point at which LMI became indebted to Elecsys or performance that

1 “common counts,” the facts in the SAC actually describe Elecsys’s expenditures based on a

2 reliance interest, rather than LMI’s failure to pay for any goods that were actually shipped. In

3 opposition, Elecsys urges that the SAC sufficiently alleges a claim for common counts.

4 “A common count . . . is a simplified form of pleading normally used to aver the existence

5 of various forms of monetary indebtedness, including that arising from an alleged duty to make

6 restitution under an assumpsit theory.” Korchemny v. Piterman, 68 Cal. App. 5th 1032, 1047

7 (2021) (quoting Zumbrun v. Univ. of S. Cal., 25 Cal. App. 3d 1, 14–15 (1972)). It “broadly

8 applies ‘wherever one person has received money which belongs to another, and which in equity

9 and good conscience . . . should be returned.’” Rubinstein v. Fakheri, 49 Cal. App. 5th 797, 809

10 (2020) (quoting Philpott v. Superior Ct. in & for Los Angeles Cnty., 1 Cal. 2d 512, 522 (1934)).

11 The elements of a common count claim are: “(1) the statement of indebtedness in a certain sum,

12 (2) the consideration, i.e., goods sold, work done, etc., and (3) nonpayment.” Balboa Cap. Corp.

13 v. Shaya Med. P.C. Inc., 623 F. Supp. 3d 1059, 1070–71 (C.D. Cal. 2022) (quoting Farmers Ins.

14 Exch. v. Zerin, 53 Cal. App. 4th 445, 460 (1997)).

15 In the Prior Order, the Court dismissed Elecsys’s common count claim against LMI with

16 leave to amend because Elecsys did not include sufficient facts to demonstrate the specific

17 requests made, the specific goods, services, or outlay of money underpinning the claim, and the

18 point at which LMI can be considered to have become indebted to Elecsys. Prior Order at 6. The

19 Court noted that the complaint was “short on facts that reference Elecsys,” explaining that

20 additional factual allegations would be “necessary to transform Elecsys’s common count claim

21 from speculative to adequately concrete.” Id. In response, Plaintiffs have fleshed out the

22 allegations as to the nature of Elecsys and LMI’s commercial relationship and attached documents

23 that give more color to the claim. For example, Plaintiffs have summarized the transactions,

24 grouped by purchase order, for which Elecsys seeks compensation. SAC ¶ 21. Plaintiffs also

25 attached emails documenting communication between the two companies. See SAC Ex. D.

26 To the extent LMI argues that the SAC does not allege a clear point at which LMI became

27 indebted to Elecsys, Mot. at 5–7, the Court disagrees. While LMI is correct that the SAC includes

] Multi-Flex, SAC Ex D. at 146-161, the emails from LMI (demerson@lightandmotion.com) to

2 || Elecsys (rey@elecsysmfg.com) tell a different story. For instance, Plaintiffs include a

3 || November 21, 2023, email from Elecsys to LMI in which Elecsys requests that LMI “pay the

4 || invoiced amount $583,299.98 immediately due to non-moving stocks for almost 2 years.”

5 SAC Ex. D at 101; see also SAC Ex. D. at 102 (“[T]he components are now 1-2 years old and we

6 || purchased this based on LMI instructions, we have no choice but to invoice LMI.”). LMI

7 || responds thanking Elecsys “for the details of the inventory you are holding” and explaining that

8 || Elecsys was “not in a position to pay for this” and would need to follow up. SAC Ex. D at 101.

9 || Drawing all reasonable inferences in favor of the complaint, the SAC supports a plausible

10 inference that Elecsys owed LMI $583,229.98 as of November 21, 2023. Those same emails also

11 demonstrate that Elecsys has sufficiently alleged the elements of a common count. They support a

12 || plausible inference that (1) LMI owes Elecsys $583,299 (amount owed) for (2) purchasing

13 inventory at LMI’s specific request (performance), and (3) Elecsys failed to pay (non-payment).

14 || See Balboa Cap. Corp, 623 F. Supp. 3d at 1070-71.

15 LMI contends that Elecsys’s claim is grounded in a detrimental reliance theory, and so a

16 || claim for common counts is not a fit for the facts alleged. Mot. at 10-11. The Court is not

17 || persuaded. “Under California law, ‘common counts’ are general pleadings that seek to recover

Zz 18 || money owed without necessarily specifying the nature of the claim.” Etchegaray Farms, LLC

19 || v. Lehr Bros, Inc., 326 F. Supp. 3d 987, 993 (E.D. Cal. 2018). Elecsys has plausibly alleged that

20 || LMI owes it money that it “should be required to repay to avoid inequity.” Rubinstein,

21 49 Cal. App. Sth at 809.

22 || IV. ORDER

23 For the foregoing reasons, IT IS HEREBY ORDERED that LMI’s motion to partially

24 dismiss the SAC, ECF No. 56, is DENIED.

25 || Dated: April 27, 2026

TH LABSON FREEMAN

27 United States District Judge

28