# Castel S.A. v. Christopher A. Wilson

> District Court, C.D. California · February 18, 2022

URL: https://www.frixlaw.com/law-library/cases/9979207

## Case

- **Court:** District Court, C.D. California
- **Decided:** February 18, 2022
- **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/9979207

## How later opinions describe it (automated extraction)

- finding 17 that the defendant moving for summary judgment could meet its initial burden of 18 production by “pointing out to the district court—that there is an absence of evidence 19 to support the nonmoving party’s case”
- holding that a corporation’s 5 consultant owed no fiduciary duty to the corporation’s shareholders and “at most, a 6 fiduciary duty might have existed as to the corporation”

## Opinion text

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8 United States District Court
9 Central District of California

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11 Castel S.A. (a Luxeumbourg joint stock Case № 2:19-cv-09336-ODW (PVCx)
company),
12 ORDER GRANTING DEFENDANT
Plaintiffs,
13 JAMES’S MOTION FOR
v. SUMMARY JUDGMENT [104];
14 GRANTING IN PART AND
CHRISTOPHER A. WILSON et al.,
15 DENYING IN PART DEFENDANTS
Defendants. CHENG AND ARF’S MOTION FOR
16
SUMMARY JUDGMENT [107]; and
17 DENYING DEFENDANT WILSON’S
18 MOTION FOR SUMMARY
JUDGMENT [109]
19
20 I. INTRODUCTION
21 On July 26, 2021, Defendants Steven J. James, Olivia Ho Cheng jointly with
22 ARF Partners, LLC, and Christopher A. Wilson (collectively, “Moving Defendants”),
23 all moved for summary judgment. (ECF Nos. 104, 107, 109, respectively.) For the
24 following reasons, the Court GRANTS James’s Motion, GRANTS in PART and
25 DENIES in PART Cheng and ARF’s joint Motion, and DENIES Wilson’s Motion.1
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28 1 Having carefully considered the papers filed in connection with the Motions, the Court deemed the
matters appropriate for decision without oral argument. Fed. R. Civ. P. 78; C.D. Cal. L.R. 7-15.
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1 II. FACTUAL BACKGROUND
2 The following allegations and facts are uncontested, unless otherwise noted. In
3 2006, Plaintiff Castel S.A. invested in Aurora Imaging Technology, Inc. (“AIT”).
4 (Pl.’s Separate Statement Genuine Issues Material Facts (“First GIMF”) ¶ 2, ECF
5 No. 122-1.) Castel owned 16.7% of Series C and 16.7% Series D stock, or almost 4%
6 overall of AIT. (Id. ¶ 3.)
7 By 2015, AIT was insolvent and remained so through 2016. (Pl.’s Separate
8 Statement Genuine Issues Material Facts (“Second GIMF”) ¶ 21, ECF No. 124-1.)
9 On or about November 25, 2015, AIT investors, Pharos Capital Partners II-A, L.P.
10 and Pharos Capital Partners II, L.P. (together, “Pharos”), sold their interests in AIT to
11 Defendant ARF (the “Pharos Sale”). (First GIMF ¶ 8.) In 2016, AIT sold or
12 transferred all of its assets. (Id. ¶ 9.) In its Second Amended Complaint, Castel
13 alleges that on October 31, 2016, Aurora Healthcare, SPC bought AIT (the
14 “Transaction”). (Second Am. Compl. (“SAC”) ¶ 119, ECF No. 91.)
15 Defendant James
16 In 1999, James, a certified public accountant, joined AIT as its Executive Vice
17 President and Chief Financial Officer (“CFO”). (First GIMF ¶ 1.) In 2014, James
18 resigned from all positions he held at AIT. (Id. ¶¶ 5, 6.) In late 2016, James was the
19 CFO of Aurora Healthcare US Corp. and was also providing consulting services to
20 AIT. (Def.’s Separate Statement Reply ¶ 39; ECF No. 129.) James provided financial
21 consulting services to AIT at the time of the Transaction. (Id. ¶¶ 21, 23.) AIT also
22 paid James to assist in its appraisal for the Transaction. (Id. ¶ 44.)
23 In its SAC, Castel asserts a fraudulent deceit and concealment claim against
24 James, alleging that he “owed a fiduciary duty to the shareholders of AIT” and
25 therefore should have disclosed certain facts regarding the Pharos Sale and the
26 Transaction. (SAC ¶ 119.) James now seeks summary judgment on that claim,
27 arguing that he did not owe Castel a duty to disclose during the Pharos Sale and the
28

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1 Transaction because, by then, he had already resigned from AIT. (Def. James Mot.
2 Summ. J. (“James Mot.”), ECF No. 104.)
3 Defendant Cheng
4 Cheng was the President and Chief Executive Officer (“CEO”) of AIT until she
5 resigned in 2013. (Second GIMF ¶ 1.) Cheng remained as a minority shareholder of
6 AIT but was not a majority or controlling shareholder. (Id. ¶ 2.)
7 Sometime in 2013, Defendant Michael Devlin arranged for a loan from Pharos
8 to AIT (the “2013 Loan”) with a requirement that a portion of the loan proceeds be
9 used to purchase Devlin’s investment. (Defs.’ Separate Statement Reply
10 (“Cheng/ARF Statement”) ¶ 81; ECF No. 127.) Castel asserts Cheng was involved in
11 arranging the 2013 Loan but Cheng disputes this fact. (Id.) The parties agree that in
12 2016, Cheng was creditor on AIT’s (the seller) side of the Transaction. (Id. ¶ 13.)
13 Castel asserts a claim of fraudulent deceit and concealment against Cheng,
14 alleging Cheng owed Castel a duty to disclose information regarding the Pharos Sale
15 and the Transaction. (SAC ¶¶ 118–30.) Castel also alleges Cheng conspired with
16 Devlin to fraudulently deceive Castel by not disclosing the 2013 Loan. (SAC ¶¶ 158–
17 66.) In a joint motion with ARF, Cheng seeks summary judgment as to these claims.
18 (Def. Cheng & ARF Mot. Summ. J. (“Cheng/ARF Mot.”), ECF No. 107.)
19 Defendant ARF
20 Castel asserts that in 2015, Cheng and Wilson formed Defendant-company ARF
21 for the purpose of raising funds to acquire shares and debt in AIT. (Pl.’s Opp’n
22 Cheng/ARF Mot. (“Opp’n Cheng/ARF Mot.”) 4, ECF No. 124.) The parties agree
23 that ARF was not a majority AIT shareholder and, accordingly, the parties assert ARF
24 did not owe any fiduciary duties to other AIT shareholders such as Castel. (Second
25 GIMF ¶ 11.) Although ARF was not a direct party to the Transaction, it was involved
26 on Aurora Healthcare’s (the buyer) side because ARF received an equity interest in
27 Aurora Healthcare in exchange for contributing the senior secured notes that it owned
28 in Pharos to offset the purchase price of the Transaction. (Id. ¶¶ 11, 17, 52.)

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1 Castel alleges against ARF claims of fraudulent deceit and concealment and
2 breach of contract. (SAC ¶¶ 131–41, 167–75.) In its joint Motion with Cheng, ARF
3 seeks summary judgment as to those claims. (Cheng/ARF Mot. 18–23.)
4 Defendant Wilson
5 In 2015, at the request of a resigning board of directors, Defendant Wilson
6 agreed to assist with the dissolution and winding up of AIT, which was already
7 insolvent. (Pl.’s Separate Statement Genuine Issues Material Facts (“Third GIMF”)
8 ¶ 78, ECF No. 123-1.) On October 20, 2016, Wilson informed Castel that AIT was
9 going to accept an offer to purchase the company’s assets, subject to approval of
10 shareholders, in order to avoid bankruptcy. (Id. ¶ 92.) When Castel complained that
11 it did not have sufficient information to make an informed decision about approval of
12 the asset sale, Wilson offered to make all of the books and records of the company
13 available for inspection. (Id. ¶ 74.)
14 Wilson notified Castel that payments to unsecured creditors would be limited to
15 40% of the original principal amount of each obligation, which for Castel amounted to
16 a payment of $100,000. (Id. ¶ 94.) Wilson informed Castel that if Castel did not
17 accept the offered payment, its $100,000 share of the proceeds would be allocated to
18 other creditors. (Id. ¶ 96.) Finally, Wilson expressly notified Castel that if it rejected
19 the $100,000 payment, Castel was free to pursue its claims against AIT, but the
20 company would be dissolved. (Id. ¶ 100.) Castel rejected the offered payment.
21 (Cheng/ARF Statement ¶ 57.)
22 In its SAC, Castel alleges against Wilson claims of fraudulent deceit and
23 concealment and breach of fiduciary duty. (SAC ¶¶ 107–117, 142–48.) Wilson now
24 moves for summary judgment as to those claims. (See generally Wilson Mot.)
25 Procedural History
26 On October 30, 2019, Castel initiated this action asserting claims related to
27 Moving Defendants’ fraudulent concealment of certain information from Castel.
28 (Compl., ECF No. 1.) In the operative SAC, Castel asserts causes of action for, in

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1 relevant part: (1) fraudulent deceit and concealment, against each of Moving
2 Defendants; (2) civil conspiracy, against Cheng; (3) breach of contract, against ARF;
3 and (4) breach of fiduciary duties, against Wilson. (See SAC.) In three separate
4 motions, Moving Defendants now seek summary judgment of the claims asserted
5 against them.2 The Motions are fully briefed.3
6 III. LEGAL STANDARD
7 A court “shall grant summary judgment if the movant shows that there is no
8 genuine dispute as to any material fact and the movant is entitled to judgment as a
9 matter of law.” Fed. R. Civ. P. 56(a). The burden of establishing the absence of a
10 genuine issue of material fact lies with the moving party, see Celotex Corp. v. Catrett,
11 477 U.S. 317, 322–23 (1986), and the court must view the facts and draw reasonable
12 inferences in the light most favorable to the nonmoving party, Scott v. Harris,
13 550 U.S. 372, 378 (2007); Addisu v. Fred Meyer, Inc., 198 F.3d 1130, 1134 (9th Cir.
14 2000). A disputed fact is “material” where the resolution of that fact might affect the
15 outcome of the suit under the governing law, and the dispute is “genuine” where “the
16 evidence is such that a reasonable jury could return a verdict for the nonmoving
17 party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). Conclusory or
18 speculative testimony in affidavits is insufficient to raise genuine issues of fact and
19 defeat summary judgment. Thornhill Publ’g Co. v. GTE Corp., 594 F.2d 730, 738
20 (9th Cir. 1979). Moreover, though the Court may not weigh conflicting evidence or
21 make credibility determinations, there must be more than a mere scintilla of
22 contradictory evidence to survive summary judgment. Addisu, 198 F.3d at 1134.
23 Once the moving party satisfies its burden, the nonmoving party cannot simply
24 rest on the pleadings or argue that any disagreement or “metaphysical doubt” about a
25 material issue of fact precludes summary judgment. See Celotex, 477 U.S. at 322–23;
26

2 (See James Mot.; Cheng/ARF Mot.; Def. Wilson Mot. Summ. J. (“Wilson Mot.”), ECF No. 109.)
27
3 (Pl.’s Opp’n James Mot. (“Opp’n James Mot.”), ECF No. 122; Def. James Reply, ECF No. 128;
28 Pl.’s Opp’n Wilson Mot. (“Opp’n Wilson Mot.”), ECF No. 123; Def. Wilson Reply, ECF No. 131;
Opp’n Cheng/ARF Mot.; Defs. Cheng/ARF Reply, ECF No. 125.)

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1 Matsushita Elec. Indus. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986); Cal.
2 Architectural Bldg. Prods., Inc. v. Franciscan Ceramics, Inc., 818 F.2d 1466, 1468
3 (9th Cir. 1987). A “non-moving party must show that there are ‘genuine factual issues
4 that properly can be resolved only by a finder of fact because they may reasonably be
5 resolved in favor of either party.’” Cal. Architectural Bldg. Prods., 818 F.2d at 1468
6 (quoting Anderson, 477 U.S. at 250). “[I]f the factual context makes the non-moving
7 party’s claim implausible, that party must come forward with more persuasive
8 evidence than would otherwise be necessary to show that there is a genuine issue for
9 trial.” Id. (citing Matsushita Elec. Indus., 475 U.S. at 586–87). “[U]ncorroborated
10 and self-serving” testimony will not create a genuine issue of material fact. Villiarimo
11 v. Aloha Island Air, Inc., 281 F.3d 1054, 1061 (9th Cir. 2002). The court should grant
12 summary judgment against a party who fails to demonstrate facts sufficient to
13 establish an element essential to his case when that party will ultimately bear the
14 burden of proof at trial. See Celotex, 477 U.S. at 322.
15 Pursuant to the Local Rules, parties moving for summary judgment must file a
16 proposed “Statement of Uncontroverted Facts and Conclusions of Law” that should
17 set out “the material facts as to which the moving party contends there is no genuine
18 dispute.” C.D. Cal. L.R. 56-1. A party opposing the motion must file a “Statement of
19 Genuine Disputes” setting forth all material facts as to which it contends there exists a
20 genuine dispute. C.D. Cal. L.R. 56-2. The Court assumes the “material facts as
21 claimed and adequately supported by the moving party are admitted to exist without
22 controversy except to the extent that such material facts are (a) included in the
23 ‘Statement of Genuine Disputes’ and (b) controverted by declaration or other written
24 evidence filed in opposition to the motion.” C.D. Cal. L.R. 56-3.
25 IV. OBJECTIONS TO EVIDENCE
26 The parties raise numerous objections to evidence presented in the various
27 filings. (See, e.g., Def. James’s Objs. Pl.’s Separate Statement, ECF No. 130; Defs.
28 Cheng/ARF’s Objs. Pl.’s Separate Statement, ECF No. 126; Def. Wilson’s Objs. Pl.’s

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1 Separate Statement, ECF No. 132.) Evidentiary objections in motions for summary
2 judgment are typically unnecessary and not useful. This is because “[r]egardless of
3 whether a party objects, the Court . . . will always recognize plain error.” Burch v.
4 Regents of Univ. of Cal., 433 F. Supp. 2d 1110, 1119 (E.D. Cal. 2006) (first citing Fed.
5 R. Evid. 103(d); and then citing McClaran v. Plastic Indus., Inc., 97 F.3d 347, 357
6 (9th Cir. 1996)). “Nevertheless, attorneys routinely raise every objection imaginable
7 without regard to whether the objections are necessary, or even useful, given the
8 nature of summary judgment motions in general, and the facts of their cases in
9 particular.” Id. Evidentiary objections based “on the ground that it is irrelevant,
10 speculative, and/or argumentative, or that it constitutes an improper legal conclusion
11 are all duplicative of the summary judgment standard itself.” Id. “Instead of
12 objecting, parties should simply argue that the facts are not material.” Id.
13 Thus, the Court OVERRULES all boilerplate objections and improper
14 argument in Student’s Objections. (See Scheduling & Case Mgmt. Order 7–9, ECF
15 No. 82.) Further, when the objected evidence is unnecessary to the resolution of the
16 Motion or supports facts not in dispute, the Court need not resolve those objections
17 here. To the extent the Court relies on objected-to evidence in this Order, the Court
18 OVERRULES those objections. See Regents, 433 F. Supp. 2d at 1122 (proceeding
19 with only necessary rulings on evidentiary objections).
20 V. DISCUSSION
21 In three separate motions for summary judgment, James, Cheng together with
22 ARF, and Wilson seek summary judgment for the claims Castel asserted against them.
23 The Court addresses each of the three motions for summary judgment in turn.
24 A. James’s Motion for Summary Judgment
25 In its SAC, Castel alleges James fraudulently concealed from Castel certain
26 facts regarding the Transaction. (SAC ¶ 119.) James moves for summary judgment
27 of the fraudulent deceit and concealment claim asserted against him, arguing that he
28 resigned as AIT’s CFO more than two years before the Transaction and therefore

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1 cannot be held responsible the Transaction because James owed no duty to Castel.
2 (James Mot. 6.) For the following reasons, the Court grants James’s Motion.
3 A claim for fraudulent concealment requires that the defendant concealed or
4 suppressed a material fact while having a duty to disclose the fact to the plaintiff.
5 Davis v. HSBC Bank Nevada, N.A., 691 F.3d 1152, 1163 (9th Cir. 2012) (internal
6 quotations and citations omitted). That duty arises under four circumstances:
7 (1) when the defendant is in a fiduciary relationship with the plaintiff;
(2) when the defendant had exclusive knowledge of material facts not
8 known to the plaintiff; (3) when the defendant actively conceals a
9 material fact from the plaintiff; and (4) when the defendant makes partial
representations but also suppresses some material facts.
10
11 Burch v. CertainTeed Corp., 34 Cal. App. 5th 341, 349 (2019) (internal quotation
12 marks and citations omitted). The latter three circumstances require “the existence of
13 some other relationship between the plaintiff and defendant in which a duty to
14 disclose can arise.” Id. “This relationship has been described as a transaction, such as
15 that between seller and buyer, employer and prospective employee, doctor and patient,
16 or parties entering into any kind of contractual arrangement.” Id.
17 “[B]efore a person can be charged with a fiduciary obligation, he must either
18 knowingly undertake to act on behalf and for the benefit of another, or must enter into
19 a relationship which imposes that undertaking as a matter of law.” City of Hope Nat’l
20 Med. Ctr. v. Genentech, Inc., 43 Cal. 4th 375, 386 (2008) (quoting Comm. on
21 Children’s Television, Inc. v. Gen. Foods Corp., 35 Cal. 3d 197, 221 (1983)).
22 However, “[a] fiduciary duty generally ends when the fiduciary resigns his office.”
23 Calsoft Labs, Inc. v. Panchumarthi, No. 19-CV-04398-NC, 2020 WL 512123, at *2
24 (N.D. Cal. Jan. 31, 2020) (citing Gab Bus. Servs. v. Lindsey & Newsom Claim Servs.,
25 83 Cal. App. 4th 409, 421 (2000), disapproved on other grounds by Reeves v. Hanlon,
26 33 Cal. 4th 1140, 1154 (2004)).
27 Here, the parties do not dispute that at the time the Pharos Sale and the
28 Transaction occurred, James had already resigned from all positions at AIT. (First

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1 GIMF ¶¶ 5, 6.) And Castel does not argue that James’s work as an external consultant
2 for AIT somehow established a fiduciary duty to AIT’s shareholders. Indeed, such an
3 argument would be without merit. See, e.g., Miles, Inc. v. Scripps Clinic & Rsch.
4 Found., 810 F. Supp. 1091, 1100 (S.D. Cal. 1993) (holding that a corporation’s
5 consultant owed no fiduciary duty to the corporation’s shareholders and “at most, a
6 fiduciary duty might have existed as to the corporation”). Thus, James did not have a
7 fiduciary relationship with Castel during the Pharos Sale or the Transaction. See
8 Calsoft Labs, 2020 WL 512123, at *2.
9 However, Castel asserts that James nevertheless owed Castel a duty to disclose
10 because they had a special relationship “based on [James’s] involvement with both the
11 buyer and seller in the [Transaction] and James’s exclusive knowledge regarding the
12 [T]ransaction, which created a duty to disclose material facts, and not to conceal
13 material facts.” (Opp’n James Mot. 11.) But such a special relationship would only
14 arise in the context of “a transaction, such as that between seller and buyer . . . or
15 parties entering into any kind of contractual arrangement.” CertainTeed, 34 Cal. App.
16 5th at 349. “[W]here material facts are known to one party and not to the other,
17 failure to disclose them is not actionable fraud unless there is some relationship
18 between the parties.” LiMandri v. Judkins, 52 Cal. App. 4th 326, 337 (1997). “As a
19 matter of common sense, such a relationship can only come into being as a result of
20 some sort of transaction between the parties.” Id. (emphasis added; internal quotation
21 marks and citations omitted).
22 Here, Castel offers no evidence of a “transaction” between Castel and James;
23 neither bought or sold anything from the other, and they did not enter into a
24 contractual agreement with each other. The Court is therefore unpersuaded by
25 Castel’s argument that James’s involvement in both sides of the Transaction
26 establishes a relationship between James and Castel. Neither James’s role as the CFO
27 for Aurora Healthcare (the buyer), nor his role as an external consultant for AIT (the
28 seller), nor the combination of the two, creates a duty for James to AIT’s

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1 shareholders.4 Transactions may give rise to the duty to disclose when the discloser is
2 on one side of said transaction, and the recipient is on the other—not when the
3 discloser is somewhat involved in both sides of the transaction and the recipient is not
4 directly involved in the transaction at all. See, e.g., Immobiliare, LLC v. Westcor Land
5 Title Ins. Co., 424 F. Supp. 3d 882, 889 (E.D. Cal. 2019) (finding that although the
6 plaintiff had exclusive knowledge of material facts not known to the defendant, and
7 actively concealed those facts, there could be no claim of fraud because the plaintiff
8 failed to “demonstrate the existence of some transactional relationship” between it and
9 the defendant). That James merely had access to, and influence on, facts that could
10 impact Castel does not in and of itself give rise to a duty to disclose.
11 Finally, Castel argues broadly that, even without any confidential relationship, a
12 duty to disclose nevertheless arises “where the defendant alone has knowledge of
13 material facts that are not accessible to the plaintiff.” (Opp’n James Mot. 10.)
14 However, Castel’s cited authorities—all of which are decades old—do in fact involve
15 transactions or relationships between the parties and are otherwise distinguishable
16 from this case. See, e.g., Sime v. Malouf, 95 Cal. App. 2d 82, 99 (1949) (finding a
17 duty to disclose where there was “intentional and systematic concealment by the
18 defendants of highly material facts, which were peculiarly within their knowledge”
19 and noting that “[i]t is significant” that the defendants “concealed their identity by
20 proceeding entirely through agents acting ostensibly in their own behalf,” which “was
21 a major, and clearly fraudulent, feature of the conspiracy”); De Spirito v. Andrews,
22 151 Cal. App. 2d 126, 130 (1957) (explaining that although a seller with a non-
23 confidential relationship with a buyer generally has no duty to disclose, there is a
24 “universally recognized exception” that “if he undertakes to do so he is bound to tell
25 the truth and not suppress or conceal material facts”—whereas, here, in contrast,
26

4 James’s role as CFO of Aurora Healthcare during the Transaction actually suggests a result
27
opposite of that which Castel argues: as CFO of the buyer company, James likely owed fiduciary
28 duties to the buyer’s shareholders, which James could have violated by making disclosures to the
seller’s shareholders as Castel suggests James should have done.

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1 Castel alleges only that James “suppress[ed], with[eld] or fail[ed] to communicate”
2 the facts at issue, (SAC ¶¶ 121–22)); see also Boeken v. Philip Morris, Inc., 127 Cal.
3 App. 4th 1640, 1659 (2005) (“[If] a sufficient relationship or transaction does not
4 exist, no duty to disclose arises even when the defendant speaks.”) (emphasis added).
5 Castel’s final references apply to the duty to disclose that arises in the context
6 of a real estate buyer-seller relationship, a real estate contractor-homeowner
7 relationship, and an employer insurance agency’s relationship with its employee
8 agent—contexts completely inapplicable to this case. See Lingsch v. Savage, 213 Cal.
9 App. 2d 729, 735 (1963) (buyer-seller); Massei v. Lettunich, 248 Cal. App. 2d 68, 73
10 (1967) (contractor-homeowner); Magpali v. Farmers Grp., Inc., 48 Cal. App. 4th 471,
11 482 (1996) (insurance agency). Again, Castel and James did not enter into any
12 transaction or contract with one another, and therefore have no relationship that would
13 give rise to the duty to disclose.5 Accordingly, the Court GRANTS James’s Motion.6
14 B. Cheng and ARF’s Joint Motion for Summary Judgment
15 In a single filing, Cheng and ARF move for summary judgment on Castel’s
16 claims for fraudulent deceit and concealment asserted against them, its claim for civil
17 conspiracy asserted against Cheng, and its claim for breach of contract asserted
18 against ARF. (See Cheng/ARF Mot.) The Court addresses each claim in turn.
19 1. Claim for Fraudulent Deceit and Concealment Against Cheng
20 Cheng first seeks summary judgment on Castel’s claim for fraudulent deceit and

21
5 Castel argues that even if the Court finds that James owed no duty of disclosure, the Court must
22 nevertheless deny James’s Motion because James actively participated in the alleged fraud and “an
agent who knowingly participates in a fraudulent transaction is equally responsible with his
23 principal.” (Opp’n James Mot. 16 (citing Jacobs v. Freeman, 104 Cal. App. 3d 177, 193 (1980).)
However, none of Castel’s cited authorities stand for the proposition that the relationship or
24
transaction necessary for a fraud claim may be substituted by “knowing[] participat[ion].” Id.
25 Castel’s assertions thus have no bearing on the Court’s ruling.
6 In its Opposition to James’s Motion, Castel requests leave to amend its operative complaint in the
26 event the Court finds “it is deficient of the necessary facts to support [Castel’s] claim.” This action
is well beyond the pleading stage. And in any case, an opposition to a motion for summary
27
judgment is not the appropriate vehicle to request leave to amend the complaint. Most significantly,
28 the Court is not making any factual determinations based on allegations in the complaint. Thus,
Castel’s request is not appropriate or relevant and is therefore DENIED.

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1 concealment, arguing that: (i) she did not owe Castel a duty to disclose, (ii) she did not
2 conceal facts from Castel, (iii) the allegedly concealed facts were immaterial, and
3 (iv) Castel did not suffer harm as a result of the alleged concealment. (Cheng/ARF
4 Mot. 9–15.) The Court finds that Cheng is entitled to summary judgment as to her
5 first argument (duty to disclose) and thus, the Court need not and does not analyze
6 Cheng’s remaining three arguments.
7 Cheng argues that she owed no duty to disclose to Castel because she had
8 resigned from AIT prior to the transactions at issue and remained only as a minority
9 shareholder. (Id. at 10–11.) As discussed above, the requisite duty to disclose for a
10 fraudulent concealment claim may arise when the defendant is in a fiduciary
11 relationship with the plaintiff or in other circumstances if the parties enter a
12 “transaction, such as that between seller and buyer, employer and prospective
13 employee, doctor and patient, or parties entering into any kind of contractual
14 arrangement.” CertainTeed, 34 Cal. App. 5th at 349. Cheng argues, and the parties do
15 not dispute, that as a co-minority shareholder, Cheng did not owe any fiduciary duties
16 to shareholder Castel. (Cheng/ARF Mot. 10–11; Second GIMF ¶¶ 2, 3.)
17 However, in its opposition, Castel argues that Cheng nevertheless had a duty to
18 disclose based on her “concerted effort to mislead” and “actively conceal[]
19 information from Castel.” (Opp’n Cheng/ARF Mot. 14.) Castel again misstates the
20 law. A duty to disclose may arise outside of a fiduciary relationship if the defendant
21 had exclusive knowledge of material facts, actively conceals a material fact, or
22 suppresses some material facts, CertainTeed, 34 Cal. App. 5th at 349, and the parties
23 have a relationship “as a result of some sort of transaction between the parties,”
24 LiMandri, 52 Cal. App. 4th at 337. Castel continues to overlook this critical qualifier.
25 Instead, Castel argues that Cheng’s role as the “central figure who orchestrated
26 the entire sale of AIT’s assets” and her “central involvement acting on both sides of
27 the transaction as both the buyer and seller in the sale” somehow give rise to a duty to
28 disclose to the seller’s shareholders. (Opp’n Cheng/ARF Mot. 14.) As explained

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1 above, this contention is not supported by the law. For the same reasons James’s
2 involvement on both sides of the Transaction did not create a duty to Castel, Cheng’s
3 involvement with the Transaction also did not create a relationship with and therefore,
4 a duty to, Castel. Without such a duty, Castel’s fraudulent deceit and concealment
5 claim against Cheng cannot survive. Thus, the Court GRANTS Cheng and ARF’s
6 Motion for Summary Judgment as to that claim as asserted against Cheng.
7 2. Claim for Civil Conspiracy Against Cheng
8 Cheng next seeks summary judgment as to Castel’s civil conspiracy claim,
9 arguing that Castel has no evidence to meet the elements of the claim and, in any case,
10 the claim is time-barred. (Cheng/ARF Mot. 15–18.) As explained below, the Court
11 finds that Cheng is entitled to summary judgment because Castel lacks evidence to
12 support its civil conspiracy claim. Accordingly, the Court need not and does not
13 address Cheng’s statute of limitations argument.
14 In its SAC, Castel alleges that Cheng and Devlin conspired to “act in their own
15 self-interest and breach their fiduciary duties to AIT and its shareholders . . . by
16 engaging in an agreement in which [they] could utilize their roles as CEO and director
17 of AIT.” (SAC ¶ 159.) Although Cheng and Castel dispute Cheng’s involvement,
18 they agree that in 2013, Devlin arranged the 2013 Loan from Pharos to AIT, on the
19 condition that a portion of that loan be used to purchase one of Devlin’s investments.
20 (Cheng/ARF Statement ¶ 81.) Castel alleges Cheng conspired with Devlin in creating
21 this loan and arranging for AIT to agree to the 2013. (SAC ¶ 161.) Thus, Castel
22 asserts, Cheng conspired with Devlin to commit fraudulent deceit and concealment.7
23 Cheng first asserts that Castel has no evidence to support its conspiracy claim
24 and Cheng is therefore entitled to summary judgement. (Cheng/ARF Mot. 16–17.)
25

26 7 Cheng originally argues that the tort underlying the conspiracy claim is Devlin’s breach of his
fiduciary duties to Castel—a tort Cheng is incapable of committing. (Cheng/ARF Mot. 15–18.)
27
However, Castel’s SAC and Opposition to the Motion both make clear that the underlying tort is
28 fraud. (SAC ¶ 161; Opp’n Cheng/ARF Mot. 20; Second GIMF 24 (Castel clarifying that “the
underlying tort [is not] Devlin’s breach of fiduciary duties, but rather, is fraudulent deceit”).)

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1 “As explained by [the California] Supreme Court, the elements of an action for civil
2 conspiracy are the formation and operation of the conspiracy and damage resulting to
3 plaintiff from an act or acts done in furtherance of the common design.” Cortese v.
4 Sherwood, 26 Cal. App. 5th 445, 453 (2018), as modified (Aug. 21, 2018) (internal
5 quotation marks and citations omitted).
6 In support of Cheng’s argument that Castel has no evidence to support its
7 conspiracy claim, Cheng cites to her own testimony8 that she never agreed with
8 Devlin to conceal the at-issue facts, that Devlin had been attempting to have Cheng
9 terminated from AIT for years, and that she was “not on good terms” with Devlin in
10 2013—therefore making a conspiracy between Cheng and Devlin impossible. (Defs.’
11 Separate Statement Mot. Summ. J. (“Cheng/ARF Facts”) ¶¶ 36 38, ECF No. 108
12 (referencing Cheng Decl. ¶ 49).) Cheng also cites to testimony and Castel’s discovery
13 responses to support her assertion that Castel’s discovery responses were “factually
14 devoid” and therefore “cannot contradict Cheng’s testimony.” (Cheng/ARF Facts
15 ¶ 39.) Cheng therefore has met her initial burden of production that there is an
16 absence of evidence to support Castel’s claim. See Celotex, 477 U.S. at 325 (finding
17 that the defendant moving for summary judgment could meet its initial burden of
18 production by “pointing out to the district court—that there is an absence of evidence
19 to support the nonmoving party’s case”); Nissan Fire & Marine Ins. Co. v. Fritz Cos.,
20 Inc., 210 F.3d 1099, 1105 (9th Cir. 2000) (quoting Clark v. Coats & Clark, Inc., 929
21 F.2d 604, 608 (11th Cir. 1991)) (explaining that to carry its initial burden by pointing
22 to an absence of evidence for the nonmoving party’s claim, the moving party must
23 “point to materials on file” demonstrating that a party cannot meet that burden”).
24

25 8 Cheng and ARF’s Separate Statement of Uncontroverted and Material Facts includes the fact that
“Cheng never conspired with Devlin,” to which Castel objects as it “it calls for a legal conclusion.”
26 (Second GIMF ¶ 38.) In support of this fact, Cheng and ARF cite to ¶ 49 of Cheng’s Declaration,
which includes Cheng’s testimony relating to the alleged conspiracy. (Id. (citing Decl. Olivia Ho
27
Cheng (“Cheng Decl.”) ¶ 49, ECF No. 107-1).) The Court SUSTAINS Castel’s objection with
28 regard to Cheng’s testimony that she “did not conspire . . . with Michael Devlin,” but
OVERRULES the objection as to all other language and assertions in ¶ 49 of the Declaration.

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1 In its Opposition to the Motion, Castel does not address this argument. (See
2 generally Opp’n Cheng/ARF Mot.) Castel also does not affirmatively dispute any of
3 the above facts. (Second GIMF ¶¶ 36, 38.) Castel offers only one piece of evidence9
4 to refute Cheng’s argument: an order from the Securities Exchange Commission
5 (“SEC”) finding that Devlin engaged in self-dealing. (Id. (referencing Decl. Lisa
6 Schachne ¶ 4, Ex. 3 (“SEC Order”), ECF No. 5).) However, the SEC Order makes no
7 reference, explicitly or implicitly, to Cheng. (See generally id.) It is therefore unclear
8 how the SEC Order is in any way material to Castel’s conspiracy claim against Cheng.
9 With no argument to support Castel’s claim and no evidence to raise a genuine issue
10 of material fact, Cheng is entitled to judgment as a matter of law. See Celotex, 477
11 U.S. at 322; see also Nissan, 210 F.3d at 1102 (stating that a moving party is entitled
12 to summary judgment if it shows that “the nonmoving party does not have enough
13 evidence of an essential element to carry its ultimate burden of persuasion at trial,”
14 and the nonmoving party does not enough evidence to create a genuine issue of
15 material fact). Thus, the Court GRANTS Cheng and ARF’s Motion for Summary
16 Judgment as to Castel’s conspiracy claim against Cheng.
17 3. Claim for Fraudulent Deceit and Concealment Against ARF
18 ARF seeks summary judgment on Castel’s claim for fraudulent deceit and
19 concealment, arguing that: (i) it did not owe Castel a duty to disclose, (ii) the allegedly
20 concealed facts were immaterial, and (iii) Castel did not suffer harm as a result of the
21 concealment. (Cheng/ARF Mot. 18–21.) As explained below, the Court denies Cheng
22 and ARF’s Motion as to the fraudulent deceit and concealment claim against ARF.
23 i. Duty to Disclose
24 The parties agree that, as a minority shareholder in AIT, ARF did not owe any
25 fiduciary duties to its fellow shareholder Castel. (Second GIMF ¶ 11.) However,
26 Castel asserts that it, Pharos, and AIT were all parties to a 2006 stockholder agreement
27
9 Castel also summarily asserts that it “also relies on Wilson, Cheng and James’ depositions and
28 documents produced as recently as July 2021 through the course of discovery,” but fails to point to
any specific testimony or document and fails to assert any facts related to this evidence. (Id. ¶ 40.)

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1 (the “Stockholders Agreement”)—and that when ARF purchased the senior secured
2 notes from Pharos, it assumed Pharos’s responsibilities under the Stockholders
3 Agreement. (Opp’n Cheng/ARF Mot. 2–3.) Accordingly, Castel asserts, ARF’s duty
4 to disclose to Castel arose from a contractual obligation in that Stockholders
5 Agreement. (Id. at 14.) Although the parties do not dispute the terms of the
6 Stockholders Agreement, (Cheng/ARF Statement ¶ 112), the parties dispute whether
7 ARF was bound by it, (id. ¶ 14 (ARF asserting that it did not agree to accept the
8 obligations contained in the Stockholders Agreement and Castel responding in
9 opposition that ARF was automatically bound as a “successor[] in interest” to
10 Pharos).) Both ARF and Castel support their assertions by citing to different
11 provisions and interpretations of the agreement related to ARF’s purchase from
12 Pharos. (Id. ¶¶ 60–62.) Additionally, Castel cites to testimonial evidence to assert
13 that ARF must have been aware of the obligations in the Stockholder Agreement.
14 (See Opp’n Cheng/ARF Mot. 22.) Whether ARF was knowingly bound by the
15 Stockholders Agreement, thereby establishing a duty to disclose from ARF to Castel,
16 is a factual issue. Castel has therefore presented a genuine issue of material fact that
17 must be determined by a jury. Accordingly, the Court cannot grant summary
18 judgment for ARF on this issue.
19 ii. Materiality of Facts
20 ARF next argues that even if it owed Castel a duty to disclose, the allegedly
21 concealed facts were not material because Castel would not have acted differently had
22 those facts been disclosed. (Cheng/ARF Mot. 19–20); see CertainTeed, 34 Cal. App.
23 5th at 349 (explaining that a claim for fraudulent deceit and concealment requires that
24 the concealed information is material). Specifically, ARF asserts that Castel could not
25 have acted differently had it known about the Pharos Sale and the Transaction because
26 AIT was insolvent in October 2016 and received only one offer to purchase its assets.
27 (Id. at 20.) Thus, ARF asserts, “Castel’s only avenue to salvage any portion of its
28 investment was to accept its portion of the asset sale proceeds.” (Id.)

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1 Materiality of the facts at issue depends “on whether ‘a reasonable man would
2 attach importance to its existence or nonexistence in determining his choice of action
3 in the transaction in question.’” W. Pac. Elec. Co. Corp. v. Dragados/Flatiron, 534 F.
4 Supp. 3d 1209, 1249 (E.D. Cal. 2021) (quoting Engalla v. Permanente Med. Grp.,
5 Inc., 15 Cal. 4th 951, 977 (1997)). “Resolution of this issue ‘is generally a question of
6 fact unless the fact misrepresented is so obviously unimportant that the jury could not
7 reasonably find that a reasonable man would have been influenced by it.’” Id. Thus,
8 “to negate the element of duty,” ARF “must show indisputably that no reasonable
9 juror could attach any importance” to the facts surrounding the Pharos Sale and
10 leading up to the Transaction. Id. Here, Castel argues that, had it known about the
11 facts surrounding the Pharos Sale and leading up to the Transaction, it could have
12 taken several courses of action to try to prevent the sale, such as ensuring the ARF
13 Partners recused themselves from voting for the sale. (Opp’n Cheng/ARF Mot. 24.)
14 Castel also asserts that if it had known about the concealed information, it may have
15 accepted a settlement offer from Wilson instead of declining it. (Id. at 25.) Therefore,
16 the facts surrounding the Pharos Sale and Transaction are not “so obviously
17 unimportant” that no reasonable jury could find materiality. See Dragados/Flatiron,
18 534 F. Supp. 3d at 1249. Thus, ARF has not met its burden regarding the materiality
19 of the facts at issue, and the Court cannot grant summary judgment on this basis.
20 iii. Resulting Damages
21 ARF also asserts that it is entitled to summary judgment for Castel’s fraudulent
22 deceit and concealment claim because Castel suffered no damages caused by the
23 alleged concealment. (Cheng/ARF Mot. 21.) ARF argues that Castel did not recover
24 on its investment merely because it declined the only viable offer stemming from the
25 Transaction. (Id.) Like the materiality of the facts, resulting damages is a question of
26 fact. See In re Pei Ti Tung, 253 F. App’x 650, 651 (9th Cir. 2007). Here, Castel cites
27 to testimony to support its argument that, had it known about certain facts relating and
28 leading up to the Transaction, it would have accepted the $100,000 offer that it

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1 declined or made efforts to prevent the Transaction, thereby creating opportunity for
2 AIT to be sold at a higher, fairer price and, in turn, a larger offer to Castel. (Opp’n
3 Cheng/ARF Mot. 18.) Whether Castel would have accepted the offer it declined or
4 prevented the Transaction from being approved, are triable questions of fact.
5 Therefore, ARF has not met its burden for summary judgment on this issue.
6 Accordingly, the Court DENIES Cheng and ARF’s Motion for Summary Judgment as
7 to Castel’s fraudulent deceit and concealment claim against ARF.
8 4. Claim for Breach of Contract Against ARF
9 Finally, ARF seeks summary judgment on Castel’s breach of contract claim,
10 asserting that ARF was not bound by the Stockholders Agreement, could not have
11 possibly breached it and, in any case, Castel’s damages were not caused by any such
12 breach. (Cheng/ARF Mot. 21–23.) For the following reasons, the Court denies
13 Cheng and ARF’s Motion as to Castel’s breach of contract claim.
14 ARF first asserts it is entitled to summary judgment because it was not bound
15 by the Stockholders Agreement. (Id. at 21.) However, as explained above, the Court
16 finds that whether ARF was bound by the Agreement presents a genuine issue of
17 material fact. Accordingly, the Court cannot grant summary judgment on this basis.
18 Next, ARF argues that even if it were bound by the Stockholders Agreement, it
19 could not have possibly breached it because the alleged breach occurred before ARF
20 became bound by the Stockholders Agreement. (Id. at 22.) Specifically, ARF argues
21 that its alleged breach was failing to consult with Castel “prior to” the Pharos Sale—
22 an obligation arising from the Stockholders Agreement, which ARF became bound to
23 only after it assented to the Pharos Sale—rendering such a breach temporally
24 impossible. (Id.) However, Castel alleges that ARF’s breach includes failing to
25 provide information regarding the Pharos Sale and leading up to the Transaction. (See
26 Opp’n Cheng/ARF Mot. 23–25; SAC ¶¶ 167–75.) These alleged events would have
27 occurred after the Pharos Sale and therefore after ARF allegedly became bound by the
28 Stockholders Agreement. Thus, Castel’s alleged breach is not temporally impossible.

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1 Finally, ARF again argues that even if it were bound by the Stockholders
2 Agreement and technically breached it, Castel did not suffer any damages as a result.
3 (Cheng/ARF Mot. 22–23.) As stated above, resulting damages is a question of
4 disputed fact—and one for which Castel has provided supporting evidence.
5 Accordingly, ARF is not entitled to summary judgment on this basis. The Court
6 therefore DENIES Cheng and ARF’s Motion for Summary Judgment as to the breach
7 of contract claim against ARF.
8 C. Wilson’s Motion for Summary Judgment
9 Wilson seeks summary judgment as to Castel’s claims asserted against him.
10 (See generally Wilson Mot.) As explained below, the Court denies Wilson’s Motion.
11 1. Claim for Fraudulent Deceit and Concealment
12 Wilson first seeks summary judgment as to the fraudulent deceit and
13 concealment claim, arguing that: (i) he did not conceal facts from Castel, (ii) the
14 allegedly concealed facts were immaterial, (iii) Wilson did not have the intent to
15 defraud; and (iv) Castel did not suffer harm as a result of the concealment. (Wilson
16 Mot. 9–14.) For the following reasons, the Court denies Wilson’s Motion as to the
17 fraudulent deceit and concealment claim asserted against him.
18 i. Concealment of Facts
19 First, Wilson argues that he is entitled to summary judgment because he never
20 concealed from Castel the facts at issue. (Id. at 10.) Specifically, Wilson asserts that
21 he did not conceal Cheng’s involvement on both sides of the Transaction because
22 Castel learned of Cheng’s involvement on the buyer’s side when Wilson sent Castel
23 the draft agreement for the Transaction, which “clearly indicated” Cheng was
24 representing the buyer. (Id.) Wilson argues Cheng’s only involvement on the seller’s
25 side of the Transaction was as a creditor, of which Castel also had notice. (Id.) In
26 support of his arguments, Wilson cites to a copy of the draft Transaction agreement
27 and a spreadsheet that was emailed to Castel on October 26, 2016. (Id.; Def.’s
28 Separate Statement Reply (“Wilson Statement”) ¶¶ 10, 11, 26, ECF No. 133

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1 (referencing Decl. Christopher Wilson ¶¶ 23–25, 33, Ex. 6 (“Draft Transaction
2 Agreement”), Ex. 8 , ECF No. 109-1).) Wilson also asserts that he did not conceal the
3 “kickback” that the buyer was allegedly going to receive, because no such kickback
4 existed. (Wilson Mot. 10–11.) In support of this argument, Wilson relies on various
5 documents and testimony to explain how the Transaction proceeds were distributed
6 and that no additional payment was rendered to the buyer. (Id.)
7 In his Opposition, Castel does not directly dispute Wilson’s argument regarding
8 Cheng’s involvement with both sides of the Transaction and the buyer not receiving a
9 kickback. (See generally Opp’n Wilson Mot.) Instead, Castel cites to different facts
10 as being the basis for its claim, arguing that Wilson concealed the facts that:
11 (1) Aurora Healthcare was the true buyer in the Transaction; (2) the Draft Transaction
12 Agreement that was sent to Castel was not the same agreement that was ultimately
13 executed; (3) Wilson had a financial interest from the Transaction; (4) AIT provided
14 preferential treatment to some shareholders; (5) the final payment terms of the
15 Transaction were materially different from those originally disclosed to Castel; and
16 (6) Wilson did not provide certain financial information to Castel. (Id. at 8–14.) In
17 support of these assertions, Castel relies on various documents such as the Draft
18 Transaction Agreement Wilson sent Castel and the testimony of corporate
19 representative Malacalza indicating that those terms differed from the terms of the
20 final, executed agreement. (Id. (first citing Draft Transaction Agreement; and then
21 citing Malacalza Decl. ¶¶ 13, 14, 18, 21, 22).) In reply, Wilson does not directly
22 address or negate these contentions but does cite to testimony to dispute some of the
23 facts underlying those contentions. (See Wilson Statement.) The evidence thus
24 creates “sufficient disagreement to require submission to a jury.” Nikmanesh v. Wal-
25 Mart Stores, Inc., No. SACV-15-00202-AG (JCGx), 2017 WL 11526367, at *1 (C.D.
26 Cal. Mar. 13, 2017) (quoting Anderson, 477 U.S. at 251–52). Thus, Castel established
27 triable issues of fact and Wilson is not entitled to summary judgment on this basis.
28

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1 ii. Materiality of Facts, Intent to Defraud, Resulting Damages
2 Next, Wilson argues that even if he concealed the at-issue facts from Castel,
3 such facts were not material, such concealment was not intentional and, in any case,
4 Castel did not suffer damages resulting from the concealment. (Wilson Mot. 11–14.)
5 Wilson’s damages argument is based on the notion that Castel would have lost its
6 investment irrespective of which facts were disclosed to Castel because AIT was
7 insolvent and only received one offer for the sale of its assets. (Id. at 14.) However,
8 issues of intent to defraud, materiality of the alleged fraud, and causation of damages,
9 are all questions of fact. See In re Candland, 90 F.3d 1466, 1469 (9th Cir. 1996).
10 Here, Castel cites to testimonial evidence to support his arguments that Wilson indeed
11 had the intent to defraud Castel and the facts at issue were material because they
12 impacted Castel’s decisions regarding the Transaction. (Opp’n Wilson Mot. 14–17;
13 see generally Third GIMF.) And for the same reasons Castel has created triable issues
14 of fact regarding damages resulting from ARF’s alleged fraud, Castel has also
15 established triable issues of fact as to whether Wilson’s alleged fraud caused damages
16 to Castel. Accordingly, the Court cannot grant summary judgment on any of these
17 bases. The Court therefore DENIES Wilson’s Motion for Summary Judgment as to
18 Castel’s fraudulent deceit and concealment claim against Wilson.
19 2. Claim for Breach of Fiduciary Duty
20 Wilson also seeks summary judgment as to Castel’s claim that Wilson breached
21 his fiduciary duties. (Wilson Mot. 14–24.) In Wilson’s Motion, he argues that he is
22 entitled to summary judgment as to Castel’s breach of fiduciary duty claim under
23 California law and, specifically, California’s “trust fund doctrine” and “business
24 judgment rule.” (Id.) However, in the Court’s previous Order ruling on Defendants’
25 motions to dismiss, the Court found that pursuant to the internal affairs doctrine,
26 Castel’s breach of fiduciary duty claim is governed by Delaware law because the
27 claim “involve[s] issues related to AIT’s internal affairs” and AIT is incorporated in
28 Delaware. (Order 22, ECF No. 73.) Accordingly, the various standards, rules, and

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1 doctrines serving as the bases for Wilson’s arguments are inapplicable to the breach of
2 fiduciary duty claim.10 Thus, Wilson has not shown that he is entitled to judgment and
3 the Court therefore DENIES Wilson’s Motion as to the breach of fiduciary duty claim.
4 VI. CONCLUSION
5 For the reasons discussed above, the Court rules as follows on Moving
6 Defendants’ Motions for Summary Judgment:
7  GRANTS James’s Motion for Summary Judgment, (ECF No. 104);
8  GRANTS in PART and DENIES in PART Cheng and ARF’s Motion
9 for Summary Judgment, (ECF No. 107), as follows:
10 o GRANTS the Motion as to Castel’s claims of fraudulent deceit
11 and concealment and civil conspiracy against Cheng;
12 o DENIES the Motion as to Castel’s claims of fraudulent deceit and
13 concealment and breach of contract against ARF;
14  STRIKES Cheng and ARF’s Proposed Order as improperly filed as a
15 motion, (ECF No. 110); and
16  DENIES Wilson’s Motion for Summary Judgment, (ECF No. 109).
17
18 IT IS SO ORDERED.
19
20 February 18, 2022
21
22 ___ _________________________________
OTIS D. WRIGHT, II
23
UNITED STATES DISTRICT JUDGE
24
25
26

10 In Wilson’s Reply in support of his Motion, he argues for the first time that he is entitled to
27
summary judgment under Delaware law. (See Def. Wilson Reply 7–12.) However, “[t]he Court
28 will not consider a new argument raised for the first time in a Reply.” United States v. MyLife.com,
Inc., 499 F. Supp. 3d 757, 766 (C.D. Cal. 2020).

22

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9979207. Public record. Not legal advice.