Superior Court of California 

County of Los Angeles 

Department 78 

¿ 

 

I. BACKGROUND 

Plaintiff Moon Pool LLC (“Moon Pool”) filed its Second Amended Complaint (“SAC”) against Bruce Hitchman and Brett Hitchman, as individuals and as Administrators of the Estate of Jonathan H. Hoffman aka Jonathan Harry Hoffman (the “Administrators”) and Does 1 through 10 (collectively, “Defendants”) for allegations arising from a breach of fiduciary duty. Moon Pool alleges that after Jonathan H. Hoffman’s (“Hoffman”) had passed away, Moon Pool discovered that Hoffman misappropriated company assets and funds. Moon Pool sets forth two causes of action for (1) breach of fiduciary duty against Administrators, and (2) civil conspiracy/aiding and abetting breach of fiduciary duty. 

Moon Pool now seeks leave to file a Third Amended Complaint (“TAC”) to add three additional causes of action for intentional interference with contract, intentional interference with prospective economic advantage, and declaratory relief against the Administrators for recent misconduct arising from an unlawful takeover of Moon Pool. 

The Administrators oppose the motion, and Moon Pool filed its reply. 

 

II. LEGAL STANDARD 

CCP § 473(a)(1) provides, in relevant part:  “The court may, in furtherance of justice, and on any terms as may be proper, allow a party to amend any pleading or proceeding by adding or striking out the name of any party, or by correcting a mistake in the name of a party, or a mistake in any other respect; and may, upon like terms, enlarge the time for answer or demurrer.  The court may likewise, in its discretion, after notice to the adverse party, allow, upon any terms as may be just, an amendment to any pleading or proceeding in other particulars; and may upon like terms allow an answer to be made after the time limited by this code.”   

“This discretion should be exercised liberally in favor of amendments, for judicial policy favors resolution of all disputed matters in the same lawsuit.” (Kittredge Sports Co. v. Superior Court (1989) 213 Cal.App.3d 1045, 1047.)  Ordinarily, the court will not consider the validity of the proposed amended pleading in ruling on a motion for leave since grounds for a demurrer or motion to strike are premature. The court, however, does have discretion to deny leave to amend where a proposed amendment fails to state a valid cause of action as a matter of law and the defect cannot be cured by further amendment. (See California Casualty General Ins. Co. v. Superior Court (1985) 173 Cal.App.3d 274, 281, overruled on other grounds by Kransco v. American Empire Surplus Lines Ins. Co. (2000) 23 Cal.4th 390.) 

 

III. DISCUSSION 

Moon Pool asserts that the Administrators installed Bruce Hitchman as one of its managers, and held a secret meeting with other Moon Pool members to remove the Wolffs from their position as managers. Moon Pool argues the Administrators exceeded the bounds of their role to settle Hoffman’s estate, and as a result of their actions, Chase Bank has placed a hold on Moon Pool’s account, preventing Moon Pool from making timely bill payments, and that Chase Bank’s legal department will not lift the hold on its account absent a court order. 

In opposition, the Administrators arguments pertain to the merits of the proposed TAC’s allegations. In reply, Moon Pool reasserts that the request for leave to amend was timely made, and that the Administrators have not demonstrated any prejudice. 

The Administrators arguments contesting the merits of the proposed additions are premature, and not appropriate for consideration on a motion for leave to amend. The Administrators do not identify any prejudice that would result in allowing the filing of the TAC, nor is there any apparent delay in seeking leave considering the recentness of the alleged acts to give rise to the causes of action. Under the judicial liberal policy of permitting amendments, this Court sees no reason to deny Moon Pool’s request. 

 

IV. CONCLUSION 

Accordingly, Moon Pool’s motion for leave to file a TAC is GRANTED.  

Moon Pool is ordered to file its proposed TAC within five (5) days of the date of this Order. 

 

Moving Party is ordered to give notice. 

 

DATED: August 2, 2024 

__________________________ 

Hon. Michelle C. Kim¿ 

Judge of the Superior Court 

 

PLEASE TAKE NOTICE: 

• Parties are encouraged to meet and confer after reading this tentative ruling to see if they can reach an agreement. 

• If a party intends to submit on this tentative ruling, the party must send an email to the court at SMCDEPT78@lacourt.org with the Subject line “SUBMIT” followed by the case number. The body of the email must include the hearing date and time, counsel’s contact information, and the identity of the party submitting. 

• Unless all parties submit by email to this tentative ruling, the parties should arrange to appear remotely (encouraged) or in person for oral argument. You should assume that others may appear at the hearing to argue. 

• If the parties neither submit nor appear at hearing, the Court may take the motion off calendar or adopt the tentative ruling as the order of the Court. After the Court has issued a tentative ruling, the Court may prohibit the withdrawal of the subject motion without leave.