The opinion
1
2
3
4 UNITED STATES DISTRICT COURT
5 NORTHERN DISTRICT OF CALIFORNIA
6
7 LAWRENCE LIU, et al., Case No. 24-cv-07400-HSG
8 Plaintiffs, ORDER GRANTING MOTION TO
DISMISS
9 v.
Re: Dkt. No. 46
10 BANK OF AMERICA, N.A.,
11 Defendant.
12
13 Pending before the Court is Defendant Bank of America, N.A.’s motion to dismiss. Dkt.
14 No. 46. The Court finds this matter appropriate for disposition without oral argument and the
15 matter is deemed submitted. See Civil L.R. 7-1(b). For the reasons detailed below, the Court
16 GRANTS the motion.
17 I. BACKGROUND
18 The parties are familiar with the facts of this case, so the Court only details them here as
19 relevant to the pending motion. Plaintiffs Lawrence Liu and Ling-Ling Liu initially filed this
20 action against Defendant for (1) violations of the California Elder Abuse and Dependent Adult
21 Civil Protection Act (“EADACPA”), Cal. Welf. & Inst. Code §§ 15600 et seq.; (2) violations of
22 the California Unfair Competition Law (“UCL”), Cal. Bus. & Prof. Code §§ 17200, et seq.; and
23 (3) gross negligence. Dkt. No. 1. The Court granted Defendant’s motion to dismiss, but granted
24 Plaintiffs leave to amend. See Dkt. No. 42 (“MTD Order”) at 9. Plaintiffs amended the
25 complaint, realleging the EADACPA and UCL claims, and adding a new claim under Division 11
26 of the California Commercial Code. Dkt. No. 45 (“FAC”) ¶¶ 239–330.
27 As before, Plaintiffs allege that they were victims of a fraudulent scheme in which
1 initially spoke to a fraudster who posed as a Charles Schwab representative and told Plaintiffs that
2 their investment accounts had been compromised and that they had to liquidate their stock and
3 transfer their assets to “external sources” to safeguard them. See id. at 56–62. In the FAC,
4 Plaintiffs repeatedly characterize the fraudster’s conduct as “psychological coercion” and
5 “psychological manipulation,” and assert that Mr. Liu was in “a state of severe economic duress”
6 as a result. See id. at ¶¶ 4–5, 31–39, 63, 130, 139, 153, 168, 242–47. Plaintiffs contend that Mr.
7 Liu was “unable to exercise independent judgment” or think clearly due to the scammer’s actions.
8 See id. at ¶¶ 4–5, 153.
9 In this state, Mr. Liu granted the fraudster access to his home computer, and the scammer
10 linked Plaintiffs’ Charles Schwab account to several of Plaintiffs’ other bank accounts, including
11 one at Bank of America. Id. at ¶¶ 3, 62–68. The fraudster also convinced Mr. Liu that he had to
12 open an account at a cryptocurrency exchange, Unchained Trading, LLC, to further protect
13 Plaintiffs’ assets. Id at ¶ 71. The Unchained account was created in Mr. Liu’s name and
14 seemingly belonged to him. See id. at ¶ 74. Plaintiffs contend, however, that “Mr. Liu had no
15 dominion, control, or custody over the account.” Id.
16 In July 2024, the fraudster transferred large sums from Plaintiffs’ Charles Schwab account
17 to Plaintiffs’ Bank of America account. See id. at ¶¶ 83–85, 90, 97. Later that month, Mr. Liu
18 went in person to a Bank of America branch to request a wire transfer to the Unchained account.
19 See id. at ¶ 98. According to Plaintiffs, Mr. Liu specifically advised one of the bankers that he
20 was having a security issue at Charles Schwab, requiring him to move his assets to a
21 cryptocurrency exchange to protect them. See id. at ¶¶ 98, 101–02. Plaintiffs contend that “Mr.
22 Liu exhibited visible distress, anxiousness, and confusion.” Id. at ¶ 103. Nevertheless, Defendant
23 processed the transfer as requested. Id. at ¶¶ 104–05.
24 Mr. Liu continued to visit Bank of America branches in person to request additional wire
25 transfers. See id. at ¶¶ 109, 112, 121, 131, 140, 146, 152, 162, 167. Only once did a branch refuse
26 to process the transfer. See id. at ¶¶ 7, 116–17. The representative told Mr. Liu that they were
27 “‘uncomfortable’ with the transaction request.” Id. at ¶ 117. However, another branch processed
1 the Unchained account, the scammers used the funds to purchase cryptocurrency and swiftly
2 withdrew the cryptocurrency from the account. See id. at ¶¶ 3, 106–08, 126–27, 135–36.
3 Between July and September 2024, Mr. Liu transferred approximately $22 million into and out of
4 his Bank of America account before the Federal Bureau of Investigation intervened and provided
5 notice of the fraudulent scheme to Plaintiffs, Charles Schwab, Bank of America, and Unchained.
6 See id. at ¶¶ 171–79. Ultimately, Plaintiffs lost $18.5 million. See id. at ¶¶ 9, 234. Plaintiffs urge
7 that Mr. Liu’s banking transactions were unusual, and Bank of America should have been aware
8 of—and stopped—the fraudulent scheme. See id. at ¶¶ 7–9, 52, 69, 94, 99–100, 133.
9 Defendant again moves to dismiss. Dkt. No. 46 (“Mot.”).
10 II. LEGAL STANDARD
11 Federal Rule of Civil Procedure 8(a) requires that a complaint contain “a short and plain
12 statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). A
13 defendant may move to dismiss a complaint for failing to state a claim upon which relief can be
14 granted under Rule 12(b)(6). “Dismissal under Rule 12(b)(6) is appropriate only where the
15 complaint lacks a cognizable legal theory or sufficient facts to support a cognizable legal theory.”
16 Mendiondo v. Centinela Hosp. Med. Ctr., 521 F.3d 1097, 1104 (9th Cir. 2008). To survive a Rule
17 12(b)(6) motion, a plaintiff need only plead “enough facts to state a claim to relief that is plausible
18 on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim is facially plausible
19 when a plaintiff pleads “factual content that allows the court to draw the reasonable inference that
20 the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).
21 Rule 9(b) imposes a heightened pleading standard where fraud is an essential element of a
22 claim. See Fed. R. Civ. P. 9(b) (“In alleging fraud or mistake, a party must state with particularity
23 the circumstances constituting fraud or mistake.”); see also Vess v. Ciba–Geigy Corp. USA, 317
24 F.3d 1097, 1107 (9th Cir. 2003). A plaintiff must identify “the who, what, when, where, and how”
25 of the alleged conduct, so as to provide defendants with sufficient information to defend against
26 the charge. Cooper v. Pickett, 137 F.3d 616, 627 (9th Cir. 1997). However, “[m]alice, intent,
27 knowledge, and other conditions of a person’s mind may be alleged generally.” Fed. R. Civ. P.
1 In reviewing the plausibility of a complaint, courts “accept factual allegations in the
2 complaint as true and construe the pleadings in the light most favorable to the nonmoving party.”
3 Manzarek, 519 F.3d at 1031. Nevertheless, courts do not “accept as true allegations that are
4 merely conclusory, unwarranted deductions of fact, or unreasonable inferences.” In re Gilead
5 Scis. Secs. Litig., 536 F.3d 1049, 1055 (9th Cir. 2008) (quoting Sprewell v. Golden State Warriors,
6 266 F.3d 979, 988 (9th Cir. 2001)).
7 III. DISCUSSION
8 A. California Uniform Commercial Code: Division 11
9 Unlike in the original complaint, Plaintiffs now bring a claim directly under Division 11 of
10 the California Commercial Code.1 They seek a refund of all the wire transfers from their Bank of
11 America account to the Unchained account under § 11204. See FAC ¶¶ 239–62. Section 11204
12 states in relevant part:
13
If a receiving bank accepts a payment order issued in the name of its
14 customer as sender which is (i) not authorized and not effective as the
order of the customer under Section 11202 . . . the bank shall refund
15 any payment of the payment order received from the customer to the
extent the bank is not entitled to enforce payment and shall pay
16 interest on the refundable amount calculated from the date the bank
received payment to the date of the refund.
17
18 Cal. Com. Code § 11204(b)(i) (emphasis added). Under the statute, “[a] payment order received
19 by the receiving bank is the authorized order of the person identified as sender if that person
20 authorized the order or is otherwise bound by it under the law of agency.” Cal. Com. Code
21 § 11202(a).
22 i. Meaning of “Authorized” Under Division 11
23 Here, the parties dispute whether Plaintiffs have sufficiently alleged that the transfers were
24 “not authorized” within the meaning of the statute. There is no dispute that Mr. Liu explicitly
25 requested Defendant to initiate the wire transfers. See id. at ¶¶ 98, 109, 112, 121, 131, 140, 146,
26
27
1 In 1990, the California Legislature enacted Article 4A of the Uniform Commercial Code
1 152, 162, 167. Plaintiffs nevertheless contend that Mr. Liu did not authorize the transfers within
2 the meaning of the statute because he was being coerced and was under “economic duress” by the
3 fraudsters at the time he requested them. Dkt. No. 50 (“Opp.”) at 10–11.
4 Defendant looks to the text of § 11202(a), and urges that the meaning of “authorized”
5 depends on the identity of the sender. See Mot. at 7–8; see also Dkt. No. 51 (“Reply”) at 2. On its
6 face, the statute creates two scenarios by which a payment order (such as a wire transfer) may be
7 authorized. Under the first, a payment order is authorized “if the person identified as sender
8 authorized the order” himself. Cal. Com. Code § 11202(a). Under the second, a payment order is
9 authorized “if the person identified as sender . . . is otherwise bound by [the order] under the law
10 of agency.” Id. In this way, a payment order may still be “authorized” even if the person who
11 expressly requested it is just the agent of the sender. Although the statute is somewhat circular,
12 under either scenario, the statute explicitly looks at who requested the payment order, not why he
13 or she requested it. See id.; see also Mot. at 7. This is also consistent with the plain meaning of
14 the term “authorized,” which considers whether an act was “sanctioned by [someone with]
15 authority” or was “done with legal or official approval.”2 Here, there is no dispute that Mr. Liu
16 had the authority to request wire transfers out of his Bank of America account and that he
17 provided his approval for the transfers.
18 Courts have found transactions “authorized” under similar circumstances for purposes of
19 Division 11 and the UCC equivalent under Article 4A. In Wellton International Express v. Bank
20 of China (Hong Kong), for example, Wellton International received an email purportedly from a
21 business partner, Wellton Express, requesting approximately $150,000 for services rendered. 612
22 F. Supp. 3d 358, 361 (S.D.N.Y. 2020). Unbeknownst to Wellton International at the time, the
23 email was in fact sent from a computer hacker. Id. Wellton International wired the payment from
24 its Bank of China account to a Wells Fargo bank account identified in the fraudulent email. Id.
25 After learning the email was fraudulent, Wellton International notified Bank of China, JP Morgan
26 (an intermediary to the transfer), and Wells Fargo not to transfer the funds. Id. at 361–62. But the
27
1 money was still transferred to Wells Fargo despite these warnings, and the fraudsters withdrew the
2 funds. Id. In finding that the plaintiffs had failed to state a claim under Article 4A, the court
3 explained that “the transfer was unequivocally authorized” because the plaintiffs “explicitly allege
4 in the complaint that Wellton International sent the wire transfer.” Id. at 364. It was irrelevant
5 that the plaintiffs may have authorized the transfer erroneously or based on third-party
6 misrepresentations. See id. at 364–65.
7 Similarly, in Harborview Cap. Partners, LLC v. Cross River Bank, a third-party fraudster
8 hacked the email account of the plaintiff’s CEO, and instructed the company’s accounting
9 manager to make wire transfers to a foreign account. 600 F. Supp. 3d 485, 486–87 (D.N.J. 2022).
10 In dismissing the plaintiff’s UCC claim, the court explicitly stated that “the transfers were not
11 ‘unauthorized’” because “they were specifically ordered by [the company’s] Account Manager.”
12 Id. at 491. The court further explained that the account manager “was indisputably authorized . . .
13 to sign and send the Wire Transfer Forms.” Id. at 493. The court noted that the UCC specifically
14 allocates risk, and “[t]he customer who, sadly, has been the victim of a third-party fraud cannot
15 shift the loss to a bank that faithfully executed the customer’s instructions to implement a
16 transfer.” Id. at 494–96.
17 As a corollary, courts have found transfers unauthorized for purposes of Division 11 where
18 the fraudster—rather than the customer—initiates the transfer. In Jung v. Discover Bank, the
19 plaintiff’s wife received a call from a fraudster impersonating their bank’s fraud team. See 822 F.
20 Supp. 3d 1098, 1100–01 (N.D. Cal. 2026). Following the fraudster’s instructions, the wife
21 received authentication codes that appeared to be from the bank and verified her identity using a
22 third-party vendor. Id. The plaintiff was then notified that a $110,000 wire transfer was initiated
23 from his bank account. Id. at 1101. At least as alleged, the wife “did not think that she was
24 authorizing a wire transfer” when she confirmed her identity, and neither the plaintiff nor his wife
25 knew about the wire transfer at the time it was requested. Id. at 1103. The court found these
26 allegations sufficient at the motion to dismiss stage to plead that the wire transfer was
27 unauthorized, and thus denied the motion to dismiss the Division 11 claim. Id. Whether finding a
1 of the person requesting the transfer.
2 Plaintiffs nevertheless contend that even if an account holder like Mr. Liu explicitly
3 requests a payment order, that is still not enough to establish that the request was “authorized.”
4 Rather, Plaintiffs argue that the meaning of “authorized” under § 11202 incorporates
5 considerations of “voluntary consent.” Opp. at 10. Accordingly, under Plaintiffs’ interpretation,
6 whether payment orders are “authorized” depends on “whether they were the product of [the
7 sender’s] free will.” See id. Plaintiffs thus would require banks (and courts) to consider a
8 sender’s mental state at the time of any transfer.
9 The statute says nothing on its face about “voluntary consent” or “free will.” Instead, in
10 support of this reading, Plaintiffs seek to import “doctrines of contract law” into Division 11,
11 including the common law defense of “economic duress.” See id. at 9–10; see also FAC ¶¶ 5, 38,
12 242–62. Plaintiffs point to a general provision under California Commercial Code § 1103(b),
13 which states:
14
Unless displaced by the particular provisions of this code, the
15 principles of law and equity, including the law merchant and the law
relative to capacity to contract, principal and agent, estoppel, fraud,
16 misrepresentation, duress, coercion, mistake, bankruptcy, and other
validating or invalidating cause supplement its provisions.
17
18 Cal. Com. Code § 1103(b) (emphasis added). Based on this language, Plaintiffs conclude that
19 “duress negates authorization” under Division 11. See Opp. at 10. In short, Plaintiffs argue that
20 Mr. Liu was under severe pressure at the time he requested the wire transfers because the fraudster
21 had told him that he was at risk of losing his assets. See Opp. at 11–12. Such third-party
22 “duress,” Plaintiffs urge, means—despite his explicit conduct and authority—that Mr. Liu did not
23 authorize the wire transfers. The Court is not persuaded.
24 Even by its terms, § 1103(b) can only apply “[u]nless displaced by the particular
25 provisions of this code.” As Defendant points out, however, importing “economic duress” into
26 Division 11 in the way Plaintiffs suggest here would upend the statute and its stated goals. Under
27 Plaintiffs’ interpretation, banks could never predict whether a requested transfer was in fact
1 interpretation would mean that authorization could always be contested after the fact. But the
2 California Supreme Court has recognized that Division 11 “provide[s] a detailed scheme for
3 analyzing the rights, duties and liabilities of banks and their customers in connection with the
4 authorization and verification of payment orders.” Zengen, 41 Cal. 4th at 251–52. Certainty and
5 the ability to predict risk were paramount considerations under the statute. This is underscored by
6 the comment to UCC § 4A-102, which California adopted as § 11102:
7
A deliberate decision was [] made to use precise and detailed rules to
8 assign responsibility, define behavioral norms, allocate risks and
establish limits on liability, rather than to rely on broadly stated,
9 flexible principles. In the drafting of these rules, a critical
consideration was that the various parties to funds transfers need to
10 be able to predict risk with certainty, to insure against risk, to adjust
operational and security procedures, and to price funds transfer
11 services appropriately. This consideration is particularly important
given the very large amounts of money that are involved in funds
12 transfers.
13
14 Cal. Com. Code § 11102 (U.C.C. § 4A-102, Article 4A cmt. (2022)) (emphasis added).3 The
15 commentary also directly explains that “resort to principles of law or equity outside of Article 4A
16 is not appropriate to create rights, duties and liabilities inconsistent with those stated in this
17 Article.” Id.
18 Plaintiffs’ only cited case is inapposite. In Rich & Whillock, Inc. v. Ashton Development,
19 Inc., the parties signed a contract for grading and excavating services, and later agreed that the
20 plaintiff would remove a rock on the project site for an additional cost. 157 Cal. App. 3d 1154,
21 1156 (Ct. App. 1984). After completing the project, the defendant refused to pay the full amount
22 of the additional rock removal. Id. at 1156–57. The defendant offered a reduced “final
23 compromise payment,” and told the plaintiffs “this is all you get.” Id. at 1157. The plaintiffs
24 accepted the reduced payment in exchange for a release of their claims, but said that they only did
25 so because they needed the money to stay afloat as a new company. See id. The California Court
26 of Appeal affirmed a judgment that found the settlement and release “were the products of
27
1 economic duress.” Id. at 1156, 1160. Even assuming Mr. Liu experienced economic duress at the
2 hands of third-party fraudsters, see FAC ¶ 249, the case says nothing about whether economic
3 duress can be used to “negate authorization” and shift liability to the banks in the context of
4 Division 11.
5 Without question, Plaintiffs were the victims of fraud, and the Court does not minimize the
6 grave ramifications of that crime. But the Court finds that applying the common law defense of
7 economic duress here to negate Mr. Liu’s explicit authorization for the wire transfers is
8 inconsistent with—and thus displaced by—Division 11. Accordingly, as alleged, Plaintiffs cannot
9 state a claim for relief under Division 11 because the wire transfers were “authorized” under the
10 meaning of the statute.
11 B. Displacement of Remaining Claims
12 The Court previously held that Plaintiffs’ remaining claims were displaced by Division 11.
13 See MTD Order at 4–9. As discussed in the prior order, the California Supreme Court has held
14 that given its detailed regulatory structure, Division 11 displaces or “preempts” common law
15 causes of action involving funds transfers in two specific circumstances:
16
(1) where the common law claims would create rights, duties, or
17 liabilities inconsistent with division 11; and (2) where the
circumstances giving rise to the common law claims are specifically
18 covered by the provisions of division 11.
19
20 Zengen, 41 Cal. 4th at 253 (quotation omitted). Few cases have addressed whether statutory
21 claims are likewise displaced. Still, the Court held that the reasoning in Zengen applied equally to
22 statutory claims, and thus found that Plaintiffs’ claims were displaced. See MTD Order at 7–8.
23 Defendant again requests that the Court find Plaintiffs’ EADACPA and UCL claims
24 displaced by Division 11. See Mot. at 13. In response, Plaintiffs urge that they are “not seek[ing]
25 a Division 11 refund for an ‘unauthorized’ transfer” as part of their EADACPA and UCL claims,
26 despite referencing the same $18.5 million. See Opp. at 13; see also FAC at 61 (“Prayer for
27 Relief”). Instead, they suggest that that they are seeking relief under distinct legal theories for
1 designed to prevent financial crime, and breaching anti-money-laundering obligations.” See Opp.
2 at 13. Plaintiffs also generically conclude that Division 11 “would not immunize the Bank from
3 liability for violating independent statutory duties while processing those wires.” See id. at 14.
4 Critically, however, Plaintiffs do not engage at all with the Court’s prior reasoning or the
5 two-part test in Zengen. Despite Plaintiffs’ suggestion otherwise, the Court does not believe
6 Division 11’s scope is “unlimited” or would “shield banks from liability for violating civil or
7 criminal statutes, which are independent regimes addressing distinct conduct.” See id. at 13.
8 Rather, as previously discussed, Plaintiffs’ EADACPA and UCL claims do not appear “distinct”
9 from their Division 11 claim, and instead appear to “create rights, duties, or liabilities inconsistent
10 with “[D]ivision 11.” Zengen, 41 Cal. 4th at 253.
11 Notwithstanding the labels that Plaintiffs put on their remaining claims, their “gravamen”
12 is that Defendant should not have accepted and executed Mr. Liu’s wire transfers, and therefore
13 must refund them the $18.5 million. See Zengen, 41 Cal. 4th at 254. This is highlighted by
14 Plaintiffs’ opposition brief, in which they state that Defendant can still be liable for processing
15 “authorized” payment orders while “remain[ing] willfully blind to the customer’s victimization”
16 under separate statutes. See Opp. at 14. Rather than identifying separate conduct that is
17 independent from or unrelated to the bank’s rights, duties, or liabilities in processing payment
18 orders under Division 11, Plaintiffs are searching for a legal theory to hold Defendant responsible
19 by disregarding the “detailed scheme” Division 11 creates. Zengen, 41 Cal. 4th at 251–52.
20 Under their EADACPA claim, for example, Plaintiffs allege that “Defendant assisted in
21 taking Plaintiffs’ property when they completed eight wire transfers amounting to $22,000,000.00
22 in furtherance of an elder financial abuse scheme.” See FAC ¶ 267. Notwithstanding Mr. Liu’s
23 authorization, as discussed above, Plaintiffs contend that Defendant should be liable for failing to
24 detect and stop a third-party fraud scheme. See id. at ¶ 281 (“[T]he failure to report, prevent or
25 delay the suspicious transfers of tens of millions of dollars from Plaintiffs’ BofA account over
26 only a handful of weeks, and in some cases within a matter of days, constituted assisting in the
27 taking of funds from Plaintiffs for a wrongful purpose, with the intent to defraud, and/or undue
1 Likewise, under their UCL claim, Plaintiffs allege that Defendant was “willfully blind to
2 an elder financial exploitation scam happening in its financial system” and “provided federally
3 regulated banking services to the scammers anyway.” See FAC ¶ 291. The “banking services”
4 that Defendant provided were the wire transfers themselves: Defendant failed to protect Plaintiffs
5 by “transferring millions of dollars of Plaintiffs’ funds via wire transfers” and “fail[ing] to monitor
6 and investigate large, atypical and suspicious transactions.” Id. at ¶¶ 292, 314. Again, Plaintiffs
7 seek to sidestep Mr. Liu’s authorization for the wire transfers by couching the same conduct—
8 processing the wire transfers—as a UCL claim.
9 In the FAC, Plaintiffs also add a UCL claim premised on “violations of the Bank Secrecy
10 Act” (“BSA”). See id. at ¶¶ 294–330. Plaintiffs allege that the BSA requires Defendant “to
11 implement and maintain an effective anti-money laundering (AML) program reasonably designed
12 to prevent its financial system from being used to facilitate money laundering.” See id. at ¶ 294
13 (citing 31 U.S.C. § 5318(h) and 31 C.F.R. Chapter X). Plaintiffs also allege that Defendant’s BSA
14 compliance programs were deficient. See, e.g., id. at ¶¶ 202–19. The FAC discusses in detail that
15 in December 2024 Defendant “consented to the issuance of an Office of the Comptroller of
16 Currency (‘OCC’) Consent Order in lieu of prosecution, acknowledging that the bank had failed to
17 comply with the BSA and implementing regulations.” Id. at ¶ 202.
18 Here too, however, Plaintiffs’ UCL claim still seeks to hold Defendant responsible for
19 processing Mr. Liu’s requested wire transfers. Plaintiffs allege that Defendant’s failure “to meet
20 its BSA compliance obligations . . . directly and proximately caused Plaintiffs to lose their life’s
21 savings.” Id. at ¶ 52; see also id. at ¶ 302 (“Defendant failed to detect and/or prevent their
22 financial systems from being used to facilitate the money laundering and elder financial
23 exploitation that occurred in this case.”); id. at ¶ 324 (“But for Defendant’s BSA and AML
24 violations, the harms and money laundering that occurred in this case would never have
25 happened.”). Plaintiffs’ reference to the BSA does not alter the gravamen of the claim (and all
26 Plaintiffs’ claims): Defendant should not have processed the transfers and “Plaintiffs have a right
27 to an order requiring Defendant to restore Plaintiffs’ money and interest . . . .” See id. at ¶ 328.
1 do not persuasively explain why its scope should not apply to their claims as alleged here, which
2 all seek to challenge and refund the wire transfers that Mr. Liu admittedly requested.
3 But in any event, even if the Court were to find that Plaintiffs’ statutory claims were not
4 displaced by Division 11, Plaintiffs still have failed to allege a plausible claim for relief.
5 C. EADACPA
6 As before, Plaintiffs allege that Defendant’s conduct “assisted” the scammer in taking
7 millions of dollars of Plaintiffs’ savings, in violation of the EADACPA, by processing the wire
8 transfers from Plaintiffs’ Bank of America accounts to the Unchained account. See FAC at
9 ¶¶ 263–88. Section 15610.30(a) states that “financial abuse of an elder” occurs when a person or
10 entity “[a]ssists in taking, secreting, appropriating, obtaining, or retaining real or personal property
11 of an elder or dependent adult for a wrongful use or with intent to defraud, or both.” Cal. Welf. &
12 Inst. Code § 15610.30(a)(2). Courts have interpreted the term “assist” in this context to require
13 that the defendant had “actual knowledge of the underlying wrong it purportedly aided and
14 abetted.” See, e.g., Das v. Bank of Am., N.A., 186 Cal. App. 4th 727, 744–45 (Cal. Ct. App. 2010)
15 (quotation omitted).
16 In dismissing the original elder abuse claim, the Court found that Plaintiffs had failed to
17 allege that Defendant had actual knowledge of the fraud. See MTD Order at 9. At bottom,
18 Plaintiffs’ allegations remain largely the same. Plaintiffs allege that (1) Mr. Liu told bankers
19 about a security issue with his Charles Schwab account; (2) his banking activity was unusual;
20 (3) he was transferring large sums into a cryptocurrency account bearing his own name; and
21 (4) one branch previously declined to process a wire transfer, stating “they were ‘uncomfortable’
22 with the transaction request.” See FAC at ¶ 117. In the FAC Plaintiffs attempt to buttress these
23 allegations by asserting:
24
25 • At times “Mr. Liu exhibited visible distress, anxiousness, and confusion,” id. at
26 ¶¶ 103, 114; and
27 • The OCC Consent Order challenged the sufficiency of the bank’s policies and
1 the transactions at issue here, and directed the bank to take comprehensive remedial
2 measures. See id. at ¶¶ 202–31.
3
4 But these allegations still clearly fall short. Even assuming Defendant had limited resources,
5 training, or policies in place to detect suspicious activity, such limitations actually undermine
6 Plaintiffs’ suggestion that the bank had actual knowledge of the third-party fraud. In any event, as
7 previously explained, Mr. Liu was requesting to transfer money from his own Bank of America
8 account to an Unchained account bearing his own name. “There are no allegations supporting the
9 inference that [Bank of America] knew a third party had access to Mr. Liu’s Unchained account
10 such that his money was unsafe there or that these transfers were part of some larger fraud
11 scheme.” MTD Order at 10. Plaintiffs’ conclusory assertions to the contrary are not sufficient.
12 In the alternative, Plaintiffs urge that Defendant was “willfully blind” to the existence of
13 the fraudulent scheme. See FAC at ¶¶ 220–31, 273–78. To allege willful blindness, “(1) [t]he
14 defendant must subjectively believe that there is a high probability that a fact exists and (2) the
15 defendant must take deliberate actions to avoid learning of that fact.” Glob.-Tech Appliances, Inc.
16 v. SEB S.A., 563 U.S. 754, 769 (2011). This argument also fails.
17 Plaintiffs urge that Defendant subjectively believed there was a high probability of fraud,
18 emphasizing that a single teller at a single branch on a single day declined to process one of the
19 transactions. Plaintiffs argue that “[t]his decision can only be explained because the Bank knew
20 Mr. Liu was a victim of fraud . . . .” Opp. at 18 (emphasis in original). But despite Plaintiffs’
21 suggestion otherwise, the FAC does not allege that the representative identified any fraud.
22 Plaintiffs’ argument collapses into circular reasoning: Defendant subjectively believed there was a
23 high probability Mr. Liu was the victim of fraud because Defendant should have known that he
24 was the victim of fraud. “At best, [Plaintiffs’ allegations] suggest that Defendant should have had
25 suspicions that Mr. Liu was a possible fraud victim,” MTD Order at 9, and this is not enough.
26 D. UCL
27 Plaintiffs once again contend that Defendants’ conduct was unlawful, unfair, and
1 i. Equitable Relief
2 “In order to entertain a request for equitable relief, a district court must have equitable
3 jurisdiction, which can only exist under federal common law if the plaintiff has no adequate legal
4 remedy.” Guzman v. Polaris Indus., 49 F.4th 1308, 1313 (9th Cir. 2022). The Court previously
5 found that Plaintiffs had failed to plead that they lacked an adequate legal remedy, noting however
6 that this would be “easy to remedy.” See MTD Order at 13. Despite how “easy” it might have
7 been, however, Plaintiffs still have not done so. Instead, they attempt to sidestep this in their
8 opposition brief by arguing that they (1) are pleading “in the alternative” to the extent they seek a
9 return of the transferred funds, and (2) are seeking “public injunctive relief” in the form of policy
10 changes to prevent future harm. See Opp. at 21–22.
11 Plaintiffs may plead in the alternative, but that does not absolve them of the requirement to
12 plead the inadequacy of a legal remedy. And to the extent Plaintiffs seek prospective “public
13 injunctive relief,” they have not established that they have Article III standing to do so. To have
14 standing to seek prospective injunctive relief, a plaintiff must “demonstrate a real and immediate
15 threat of repeated injury in the future.” Chapman v. Pier 1 Imports (U.S.) Inc., 631 F.3d 939, 946
16 (9th Cir. 2011) (quotation omitted); cf. TransUnion LLC v. Ramirez, 594 U.S. 413, 431 (2021)
17 (“[S]tanding is not dispensed in gross; rather, plaintiffs must demonstrate standing for each claim
18 that they press and for each form of relief that they seek (for example, injunctive relief and
19 damages).”). Plaintiffs have not alleged how they are at risk of a repeated injury based on Bank of
20 America’s internal protocols for identifying possible elder abuse and fraud.
21 ii. Substantive Claim
22 Setting aside these procedural deficiencies, Plaintiffs’ substantive claim remains deficient.
23 The UCL “borrows violations from other laws by making them independently actionable as unfair
24 competitive practices. Korea Supply Co. v. Lockheed Martin Corp., 29 Cal. 4th 1134, 1143
25 (2003). Here, Plaintiffs’ UCL claim fails to the extent it is premised on the Elder Abuse Law, for
26 the same reasons discussed in Section III.C. above. The claim also fails to the extent it is
27 premised on violations of the BSA. See FAC at ¶¶ 294–330. Plaintiffs allege that “[b]ut for
] would never have happened.” See id. at § 324. However, they do not provide allegations to
2 || support this inference, and there appears to be a disconnect between the alleged BSA violations
3 and the harm Plaintiffs suffered here. Although Plaintiffs detail various monitoring and reporting
4 || obligations under the BSA, Plaintiffs have not identified any obligation Defendant would have had
5 || to stop the transactions at issue in this case, even if they had flagged them as suspicious. Plaintiffs
6 || allege that “[t]he standard in the banking industry is to [] stop the suspicious transactions and close
7 || accounts that have suspicious activity to prevent money laundering or other financial fraud from
8 continuing.” See FAC at § 191. But Plaintiffs do not allege in the complaint, or explain in their
9 || opposition brief, that this “standard” in the industry is a legal requirement. Plaintiffs seek to hold
10 || Defendant responsible for a third-party fraud scheme. But the Court finds that the added
11 allegations are still insufficient to do so.
12 || IV. CONCLUSION
13 The Court GRANTS the motion to dismiss. Dkt. No. 46. Plaintiffs have had ample
14 || opportunity to amend the complaint and have failed to cure the deficiencies that the Court
3 15 || previously identified. The Court therefore DISMISSES the case against Defendant without leave
16 || toamend. See Ramirez v. Galaza, 334 F.3d 850, 860 (9th Cir. 2003) (“Leave to amend should be
17 || granted unless the pleading could not possibly be cured by the allegation of other facts, and should
Zz 18 || be granted more liberally to pro se plaintiffs.”) (quotations omitted); Zucco Partners, LLC v.
19 || Digimarc Corp., 552 F.3d 981, 990 (9th Cir. 2009), as amended (Feb. 10, 2009) (“[W □□□□□ the
20 || Plaintiff has previously been granted leave to amend and has subsequently failed to add the
21 requisite particularity to its claims, [t]he district court’s discretion to deny leave to amend is
22 || particularly broad.” (quotation omitted)). The Clerk is directed to enter judgment in favor of
23 Defendant and against Plaintiffs, and to close the case.
24 IT IS SO ORDERED.
25 || Dated: 8/5/2026
2 Abeer 5 Mb)
HAYWOOD S. GILLIAM, JR.
27 United States District Judge
28