Judge: Anne Richardson, Case: 24STCV00296, Date: 2024-07-29 Tentative Ruling

Case Number: 24STCV00296    Hearing Date: July 29, 2024    Dept: 40

Superior Court of California

County of Los Angeles

Department 40

Plaintiffs Li H. Liu, and Edward Detian Liu as the Trustee for the Li Huang Liu Irrevocable le Life Insurance Trust (“Plaintiffs”) sue Defendants Pacific Life Insurance Company (“PacLife”), Fernando Gonzalez (“Gonzalez”), John Shin (“Shin”) Succession Capital Alliance (“Succession Capital”), and Julian Movsesian (“Movsesian”), among others, on the grounds that Defendant PacLife, through its producers and agents, Succession Capital in particular, engaged in a deceptive scheme to sell its indexed universal life insurance policies to Plaintiff Liu, through the use of Premium Financing and an irrevocable trust.

Defendants Succession Capital Alliance and Movsesian (“Defendants”) now bring an opposed Demurrer to the First Amended Complaint (“FAC”), and an opposed Motion to Strike from the FAC allegations of punitive damages.

After review, and for the following reasons, the Court (1) SUSTAINS the Demurrer, with leave to amend, and (2) DENIES the motion to strike as moot.

Background Allegations

Plaintiff sues Defendants based on the following allegations: Using uniformly misleading marketing materials and sales illustrations, and concealments of such illustrations and disclosures, PacLife and its agents, Shin and Gonzalez, deceptively misrepresented that the Policy at issue in this case can produce outsized returns when, in reality, PacLife knew the policies would not and could not perform as represented given (a) the excessive embedded base charges, (b) the undisclosed risks to the illustrated performance, and (c) PacLife’s deceptive utilization of convoluted multiplier – the so-called “Performance Factor” – through which PacLife circumvented insurance regulations and fraudulently inflated the illustrated performance of the policies.

As a result, the Policy was unsuitable generally, and particularly for Plaintiff Liu, and should never have been marketed, offered or sold to her by Defendants.

The false representations and concealments by these Defendants resulted in Plaintiff purchasing a high risk, unsuitable life insurance policy, that was lapsed by PacLife as a result of undisclosed ever increasing premium charges to Plaintiffs, resulting in damages to Plaintiffs, including foreclosure of collateral.

Plaintiffs further allege that Succession Capital, a finance intermediary broker, and its owner/principal Movsesian, facilitated the transactions to receive excessive commissions. Succession Capital and Movsesian, through the sharing of commissions, formed an agency relationship with Shin and Gonzalez, and therefore ratified the conduct of Shin and Gonzalez through payment of such commissions.

Based on these facts, Plaintiff sued Defendants for: (1) Intentional Misrepresentation;

(2) Fraudulent Concealment; (3) Violation of Business and Professions Code section 17200, et seq.; (4) Intentional Infliction of Emotional Distress; (5) Professional Negligence (Agent or Broker); (6) Professional Negligence (Attorney); (7) Breach of Fiduciary Duty (Trustee);

(8) Negligent Misrepresentation; (9) Breach of Contract; (10) Violation of Cal. Ins. Code section 780 et seq.; (11) Declaratory Relief; (12) Conspiracy to Defraud; (13) Violations of Cal. Penal Code section 496 et seq.; and (14) Recission.

Defendants Succession Capital Alliance and Movsesian now bring (1) an opposed Demurrer to the first, second, third, fourth, fifth, eighth, twelfth and thirteenth causes of action against them for intentional misrepresentation, fraudulent concealment, violation of Business and Professions Code section 17200, intentional infliction of emotional distress, professional negligence, negligent misrepresentation, conspiracy to defraud, and violation of Penal Code section 496 in the First Amended Complaint (“FAC”), on the grounds of insufficiency and uncertainty within the meaning of Code of Civil Procedure section 430.10, subdivision (e) and (f) respectively, and (2) an opposed Motion to Strike from the FAC allegations of punitive damages.

                                    Judicial Notice

Defendants request judicial notice of the first amended complaint in this matter and the Li Huang Liu Irrevocable Life Insurance Trust.

The request is GRANTED. As to the Life Insurance Trust, the Court can take judicial notice of its existence as well as its legal effect. (Scott v. JPMorgan Chase Bank, N.A. (2013) 214 Cal.App.4th 743, 754 [“Where, as here, judicial notice is requested of a legally operative document—like a contract—the court may take notice not only of the fact of the document and its recording or publication, but also facts that clearly derive from its legal effect”].)

Demurrer: OVERRULED in part, and SUSTAINED in part.

Sufficiency Standard on Demurrer

A demurrer for sufficiency tests whether the complaint states a cause of action.¿ (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747; see Code Civ. Proc., § 430.10, subd. (e).)¿ This device can be used only to challenge defects that appear on the face of the pleading under attack or from matters outside the pleading that are judicially noticeable.¿ (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.)¿ “To survive a [general] demurrer, the complaint need only allege facts sufficient to state a cause of action; each evidentiary fact that might eventually form part of the plaintiff’s proof need not be alleged.”¿ (C.A. v. William S. Hart Union High School Dist. (2012) 53 Cal.4th 861, 872.)¿ In testing the sufficiency of the cause of action, the demurrer admits the truth of all material facts properly pleaded.¿ (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-67.)¿ A demurrer, however, “does not admit contentions, deductions or conclusions of fact or law.”¿ (Daar v. Yellow Cab Co. (1967) 67 Cal.2d 695, 713.)¿ When considering demurrers, courts read the allegations liberally and in context.¿ (Taylor v. City of Los Angeles Dept. of Water and Power (2006) 144 Cal.App.4th 1216, 1228, disapproved on other grounds, Jones v. Lodge at Torrey Pines Partnership (2008) 42 Cal.4th 1158, 1162.)¿ The face of the complaint includes exhibits attached to the complaint.¿ (Frantz v. Blackwell (1987) 189 Cal.App.3d 91, 94.)¿ If facts appearing in the exhibits contradict those alleged, the facts in the exhibits take precedence.¿ (Holland v. Morse Diesel Intern., Inc. (2001) 86 Cal.App.4th 1443, 1447.) 

Uncertainty Standard: A demurrer to a pleading lies where the pleading is uncertain, ambiguous, or unintelligible. (Code Civ. Proc. § 430.10, subd. (f).) “A demurrer for uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery procedures.” (Khoury v. Maly's of California, Inc. (1993) 14 Cal.App.4th 612, 616.) As a result, a special demurrer for uncertainty is not intended to reach failure to incorporate sufficient facts in the pleading but is directed only at uncertainty existing in the allegations already made. (People v. Taliaferro (1957) 149 Cal.App.2d 822, 825.) Where complaint is sufficient to state a cause of action and to apprise defendant of issues he is to meet, it is not properly subject to a special demurrer for uncertainty. (See ibid.; see also Gressley v. Williams (1961) 193 Cal.App.2d 636, 643 [“[a] special demurrer [for uncertainty] should be overruled where the allegations of the complaint are sufficiently clear to apprise the defendant of the issues which he is to meet”].) 

Statute of Limitations OVERRULED

Defendants first demur to the causes of action for intentional misrepresentation, fraudulent concealment, violation of the UCL, intentional infliction of emotional distress, professional negligence, negligent misrepresentation, conspiracy to defraud, and violation of Penal Code section 496 on the ground that they are barred by the applicable statute of limitations.

Code Civ. Proc., section 338(d) provides that an action for relief on the ground of fraud or mistake has a statute of limitations of three years. A fraud claim begins to accrue when the aggrieved party discovers the facts constituting the fraud or could have discovered the fraud through the exercise of reasonable diligence.  (San Francisco Unified School Dist. v. W.R. Grace & Co. (1995) 37 Cal.App.4th 1318, 1327.) Causes of action for negligence, negligent infliction of emotional distress, and intentional infliction of emotional distress are subject to two-year statutes of limitations.  (Code Civ. Proc., § 335.1; see also Pugliese v. Sup. Ct. (2007) 146 Cal.App.4th 1444, 1449-1450.)   The statute for unfair competition under Business and Professions Code section 17200 is four years. (Bus. & Prof. Code, § 17208.)

California’s discovery rule delays the start of the statute of limitations until the plaintiff discovers, or is on inquiry notice (i.e., has reason to discover) facts supporting a cause of action.¿(Fox v. Ethicon Endo-Surgery, Inc. (2005) 35 Cal. 4th 797, 807.)¿“A plaintiff whose complaint shows on its face that his claim would be barred without the benefit of the discovery rule must specifically plead facts to show (1) the time and manner of discovery and (2) the inability to have made earlier discovery despite reasonable diligence.”¿(McKelvey v. Boeing N. Am. (1999)¿74 Cal.App.4th 151, 160.)          

Here, Plaintiffs allege that the statute of limitations did not begin to accrue until Plaintiffs discovered the facts constituting the causes of action alleged in this case. The FAC alleges that in November 2022, Shin told Liu that she needed to come up with another $700,000 for the interest expenses for the life policy, as well as an additional collateral amount to the bank. It was at that moment Liu began to realize that she had been defrauded. (FAC, ¶ 94.)

Based on these allegations, the statute of limitations did not begin to accrue until November 2022 at the earliest. Plaintiffs filed the Complaint in January 2024, within two years of when Plaintiff discovered the alleged harm. Therefore, Plaintiffs filed the Complaint before the statute of limitations had run.  

Defendants contend that Plaintiff was on inquiry notice of the facts to support these causes of action when she was informed of the need to wire the $1.2 million for the loan and collateral in November 2019. (FAC, ¶ 81.) However, the FAC alleges that Defendants informed Plaintiff she would not need to pay interest or out of pocket expenses, not that she did not need to pledge collateral. Thus, the FAC’s allegation that Plaintiff began to realize she had been defrauded when she was asked to put down $700,000 for interest expenses is different than pledging the $1.2 million collateral, because the FAC does not allege that Defendants told Plaintiff she did not have to pay collateral.

First Cause of Action, Intentional Misrepresentation: OVERRULED

“The elements of fraud, which give rise to the tort action for deceit, are (a) misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or ‘scienter’); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage.” (Golden Eagle Land Investment, L.P. v. Rancho Santa Fe Assn. (2018) 19 Cal.App.5th 399, 428.)  

Here, Plaintiffs FAC makes no direct allegations of intentional misrepresentation by Defendants Succession Capital and Movsesian. Indeed, in the opposition, Plaintiff relies on a theory of agency for this cause of action.

“‘The essential characteristics of an agency relationship as laid out in the Restatement are as follows: (1) An agent or apparent agent holds a power to alter the legal relations between the principal and third persons and between the principal and himself; (2) an agent is a fiduciary with respect to matters within the scope of the agency; and (3) a principal has the right to control the conduct of the agent with respect to matters entrusted to him.’ [Citations.]” (Garlock Sealing Techs., LLC v. NAK Sealing Techs. Corp (2007) 148 Cal.App.4th 937, 964.) The hallmark of agency is control. (Cox v. Kaufmann (1947) 77 Cal.App.2d 449.)

“Generally, an allegation of agency is an allegation of ultimate fact and is, of itself, sufficient to avoid a demurrer.” (Garton v. Title Ins. & Trust Co. (1980) 106 Cal.App.3d 365, 376. There is an exception where specific allegations in a complaint overcome the general allegation of agency by showing that no such relationship existed. (Ibid.) However, no such impossibility is shown here; the mere fact that Shin and Gonzalez were agents of other defendants does not preclude their being agents of these defendants as well. (Ibid.) “The test on demurrer is not whether the allegations are likely to be proven but whether the allegations preclude liability, and the allegations must be construed liberally in favor of the pleader.” (Ibid.)

Accordingly, the demurrer to the first cause of action is overruled.

Second Cause of Action, Fraudulent Concealment: OVERRULED

Fraud based on concealment requires that “(1) the defendant must have concealed or suppressed a material fact, (2) the defendant must have been under a duty to disclose the fact to the plaintiff, (3) the defendant must have intentionally concealed or suppressed the fact with the intent to defraud the plaintiff, (4) the plaintiff must have been unaware of the fact and would not have acted as he did if he had known of the concealed or suppressed fact, and (5) as a result of the concealment or suppression of the fact, the plaintiff must have sustained damage.”  (Bigler-Engler v. Breg, Inc. (2017) 7 Cal.App.5th 276, 310-311.)  An essential element of intentional concealment includes the duty to disclose, which must be based upon a transaction, or a special relationship, between plaintiff and defendant.  (Id. at p. 314.)  “There are ‘four circumstances in which nondisclosure or concealment may constitute actionable fraud: (1) when the defendant is in a fiduciary relationship with the plaintiff; (2) when the defendant had exclusive knowledge of material facts not known to the plaintiff; (3) when the defendant actively conceals a material fact from the plaintiff; and (4) when the defendant makes partial representations but also suppresses some material facts.’” (Id. at p. 311.)   

Again, because the agency allegations are sufficient on demurrer, even though there are no direct allegations of fraudulent concealment as to moving defendants, the demurrer to the second cause of action is overruled.

Third Cause of Action, Violation of Bus. & Prof. Code section 17200: OVERRULED

To bring a cause of action under California’s Unfair Competition Law (UCL), a plaintiff must show either an unlawful, unfair, or fraudulent business act or practice, or unfair deceptive, untrue, or misleading advertising. (Cal. Bus. & Prof. Code § 17200.) Because section 17200 is written in the disjunctive, it establishes three varieties of unfair competition practices—acts or practices which are unlawful, unfair, or fraudulent. (Cel-Tech Communications, Inc. v. Los Angeles Cellular Telephone Co. (1999) 20 Cal.4th 163, 180.)  

Virtually any state, federal, or local law can serve as a predicate for an action under the UCL. (People ex rel. Bill Lockyer v. Fremont Life Ins. Co. (2002) 104 Cal.App.4th 508, 515.)

Defendants’ arguments again rest on the lack of an agency allegations, which this Court has rejected. Plaintiffs allege sufficient violations of statute, particularly the Insurance Code, and unfair aspects to the transaction to otherwise survive demurrer. (FAC ¶¶ 153-155.) Plaintiffs seek rescission, restitution, disgorgement and injunctive relief, which are proper forms of relief under the statute. (FAC ¶ 160.) Accordingly, the demurrer to the third cause of action is overruled.

Fourth Cause of Action, Intentional Infliction of Emotional Distress: SUSTAINED with leave to amend to Plaintiff Liu (see below); SUSTAINED without leave as to the Trust

“‘The elements of a prima facie case for the tort of intentional infliction of emotional distress were summarized in [citation], as follows: “(1) extreme and outrageous conduct by the defendant with the intention of causing, or reckless disregard of the probability of causing, emotional distress; (2) the plaintiff’s suffering severe or extreme emotional distress; and (3) actual and proximate causation of the emotional distress by the defendant’s outrageous conduct.”’ [Citation.]”  (Flynn v. Higham (1983) 149 Cal.App.3d 677, 681.)

“Extreme and outrageous conduct is conduct that is ‘“so extreme as to exceed all bounds of that usually tolerated in a civilized community”’ [citation] and must be ‘“of a nature which is especially calculated to cause, and does cause, mental distress.”’  [Citation.] ‘“‘[I]t is for the court to determine, in the first instance, whether the defendant’s conduct may reasonably be regarded as so extreme and outrageous as to permit recovery.’”’  [Citation.]”  (Chang v. Lederman (2009) 172 Cal.App.4th 67, 86–87.)

Defendants argue that the conduct alleged here does not come close to being extreme and outrageous, and separately argue that the “Trust must be dismissed as a plaintiff from this cause of action because the Trust is an entity and cannot sue for emotional distress.” (Mot., pp. 11-12.)

In response, Plaintiffs argue generally that it will be up to a jury to determine whether the conduct is sufficiently extreme and outrageous to find for the Plaintiffs on this claim. (Opp. p. 11.)

The Court notes that claims for IIED have been allowed in the insurance context. (Hailey v. California Physicians’ Service (2007) 158 Cal.App.4th 452, Fletcher v. Western Nat. Life Ins. Co. (1970 10 Cal.App.3d 376.) Accordingly, this claim is not ripe for dismissal on demurrer as is overruled as to Li Liu. However, the Court has for other reasons sustained the demurrer as to plaintiff Li Lui individually (see below), with leave to amend.

However, the Plaintiffs do not dispute that the Trust may not assert a claim for emotional distress, and hence the claim by Plaintiffs as Trustee for the Li Huang Liu Irrevocable Trust is Sustained, without leave to amend.  

Fifth Cause of Action, Professional Negligence: OVERRULED

The elements for negligence are: (1) a legal duty owed to the plaintiff to use due care; (2) breach of duty; (3) causation; and (4) damage to the plaintiff. (County of Santa Clara v. Atlantic Richfield Co. (2006) 137 Cal.App.4th 292, 318.) 

Plaintiffs allege that moving Defendants had a duty to advise Plaintiffs honestly and competently and failed to do so, and that Defendants omitted and/or failed to disclose a comprehensive 15-item list. (FAC, ¶¶ 167, 170-171.) Defendant Movsesian is specifically included as one of the agents who had a duty, and Movsesian is alleged to be the principal of Succession, which was the agent and producer on the Policy. (FAC, ¶ 167-168.) Plaintiffs have pleaded that Movsesian, in addition to Gonzalez and Shin, made multiple failures to disclose. While these moving defendants may be able to show that there is no evidence to support liability as to them, it would be premature to dismiss this claim with these pleadings on a demurrer. The demurrer as to the fifth cause of action is therefore overruled.

Eighth Cause of Action, Negligent Misrepresentation: OVERRULED

The elements of¿negligent¿misrepresentation¿are “(1) the misrepresentation of a past or existing material fact, (2) without reasonable ground for believing it to be true, (3) with intent to induce another's reliance on the fact misrepresented, (4) justifiable reliance on the misrepresentation, and (5) resulting damage.” (Apollo Capital Fund LLC¿v. Roth Capital Partners, LLC (2007) 158 Cal.App.4th 226, 243.)¿Negligent¿misrepresentation¿claims must be alleged with the same factual specificity as intentional misrepresentation claims.¿(See¿Small v.¿Fritz Companies, Inc. (2003) 30 Cal.4th 167, 184;¿Cadlo v. Owens-Illinois, Inc.¿(2004) 125 Cal.App.4th 513, 519.) 

Again, because there are sufficient agency allegations at least on demurrer as to Movsesian and Succession (FAC ¶ 204), the demurrer to the eighth cause of action is overruled.

Twelfth Cause of Action, Conspiracy to Defraud: OVERRULED

To establish conspiracy, a plaintiff must allege that the defendant had knowledge of and agreed to both the objective and the course of action that resulted in the injury, that there was a wrongful act committed pursuant to that agreement, and that there was resulting damage. (IIG Wireless, Inc. v. Yi (2018) 22 Cal.App.5th 630, 652, citing Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 47.) “It is not enough that the [conspirators] knew of an intended wrongful act, they must agree— expressly or tacitly—to achieve it.” (Choate v. County of Orange (2000) 86 Cal.App.4th 312, 333.)

As with the other claims above, the Court finds sufficient allegations of conspiracy to withstand demurrer and face discovery. (FAC 229-231.) The demurrer to the twelfth cause of action is overruled.

Thirteenth Cause of Action, Violation of Penal Code section 496: OVERRULED

Penal Code section 496 states, in relevant part:

(a) Every person who buys or receives any property that has been stolen or that has been obtained in any manner constituting theft or extortion, knowing the property to be so stolen or obtained, or who conceals, sells, withholds, or aids in concealing, selling, or withholding any property from the owner, knowing the property to be so stolen or obtained, shall be punished by imprisonment

(c) Any person who has been injured by a violation of subdivision (a) . . . may bring an action for three times the amount of actual damages, if any, sustained by the plaintiff, costs of suit, and reasonable attorney’s fees.

Here, Defendants argue that at most, they obtained commissions from PacLife, and there are no facts to show that Defendants obtained any monies from Plaintiffs. However, theft within the meaning of Penal Code section 496 subdivision (a) is defined very broadly. In Bell v. Feibush (2013) 212 Cal.App.4th 1041, 1048, the court noted that the statute “extends to property that has been obtained in any manner constituting theft,” and that the definition of theft includes acts by any person who “shall knowingly and designedly, by any false or fraudulent representation or pretense, defraud any other person of money” [cleaned up]. There is no basis to dismiss this claim at the pleadings stage.

The demurrer to the thirteenth cause of action is overruled.

Claims by Plaintiff Li Liu: SUSTAINED, with leave to amend

            Defendants also argue that Plaintiff Li Liu is not a proper plaintiff and should be dismissed, because she is not a Trustee of the Li Huang Liu Irrevocable Life Insurance Trust, and the Trust’s interests are being properly pressed by Edward Liu, the Trustee. (Mot. p. 14.) In response, Plaintiffs argue that she has claims in her individual capacity as the party who was offered and sold the PacLife policy, that she was the victim, by providing the collateral ultimately lost, and that she suffered the shame and embarrassment of being swindled by defendants, of losing $1.5 million and being deprived of what she believed was a $25 million life insurance policy for her family. (Opp., p. 13.) In reply, Defendants repeat that Liu has no standing to sue to recover Trust property. (Reply, ¶ 10.)

            The Court concludes that as currently pleaded, the Complaint is unclear as to what monies lost belonged to the Trust, and what monies lost, if any, belonged to Li Liu individually. There is no doubt that Li Liu is an important witness and that her understanding and actions are relevant to this action. But as to what her individual loss or damages are, the FAC does not specify. (See, for example, ¶¶ 82-83 in which Liu transferred $1.2 million in collateral. Are these Trust monies? Or Liu’s own money?) If indeed the only loss to Liu is emotional distress, that should be made clear, and such damages may or may not provide for a cause of action (for example, they would not be recoverable as to the Bus. & Prof. Code violation.) Accordingly, the demurrer as to all claims by Li Liu individually as against these moving defendants is sustained, with leave to amend.

Uncertainty 

The Court otherwise overrules Defendant’s demurrer on the grounds of uncertainty.  The claims are not so uncertain to make the pleading unintelligible -- other than as relates to Plaintiff Liu, above.  Any remaining uncertainty can be addressed in discovery. 

Motion to Strike: DENIED

Legal Standard 

Any party, within the time allowed to respond to a pleading may serve and file a notice of motion to strike the whole or any part thereof. (Code of Civ. Proc. § 435, subd. (b)(1); Cal. Rules of Court, rule 3.1322, subd. (b).) The court may, upon a motion or at any time in its discretion and upon terms it deems proper: (1) strike out any irrelevant, false, or improper matter inserted in any pleading; or (2) strike out all or any part of any pleading not drawn or filed in conformity with the laws of California, a court rule, or an order of the court. (Code Civ. Proc. § 436, subd. (a)-(b); Stafford v. Shultz¿(1954) 42 Cal.2d 767, 782 [“Matter in a pleading which is not essential to the claim is surplusage; probative facts are surplusage and may be stricken out or disregarded”].) However, Courts have noted that a motion to strike should be applied cautiously and sparingly because it is used to strike substantive defects. (PH II, Inc. v. Superior Court (1995) 33 Cal.App.4th 1680, 1682-83.) A party cannot use a motion to strike as a “line-item veto.” (Id. at p. 1683 [“We emphasize that such use of the motion to strike should be cautious and paring” and “have no intention of creating a procedure ‘line-item veto’ for the civil defendant”].)

For the purposes of a motion to strike pursuant to Sections 435 to 437 of the Code of Civil Procedure, the term “pleading” means a demurrer, answer, complaint, or cross-complaint. (Code Civ. Proc., § 435, subd. (a).) An immaterial allegation or irrelevant matter in a pleading entail (1) an allegation that is not essential to the statement of a claim or defense, (2) an allegation that is neither pertinent to nor supported by an otherwise sufficient claim or defense, or (3) a demand for judgment requesting relief not supported by the allegations of the complaint or cross-complaint. (Code Civ. Proc.,¿§¿431.10, subds. (b)(1)-(3).) 

As the demurrer is overruled as to all the causes of action asserted against moving defendants, including those that may support a claim for punitive damages, the motion to strike punitive damages is denied.

Conclusion

Defendants’ Demurrer to Plaintiff’s First Amended Complaint is:

·       as to the claims asserted by Edward Liu, as Trustee, against moving defendants: SUSTAINED as to the Fourth Cause of Action for IIED without leave to amend, and otherwise OVERRULED as to all other causes of action, and

·       as to all causes of action asserted by Li Lui individually against moving defendants: SUSTAINED, with leave to amend.

Defendants’ Motion to Strike Portions of Plaintiff’s First Amended Complaint is Denied.

Plaintiffs are to file an Amended Complaint within FOURTEEN calendar days.