Judge: Salvatore Sirna, Case: 25PSCV00237, Date: 2025-05-06 Tentative Ruling

The Court may change tentative rulings at any time. Therefore, counsel are advised to check this website periodically to determine whether any changes or updates have been made to the tentative ruling. Counsel may submit on a tentative ruling by calling the clerk in Department G at (909) 802-1104 prior to 8:30 a.m. the morning of the hearing.

Case Number: 25PSCV00237    Hearing Date: May 6, 2025    Dept: G

Defendants Denise Chia Wen Lee, Shang Chou Lu, and T-Parcel Express’ Demurrer to Plaintiff’s Unverified Complaint

Respondent: Plaintiff UX Parcel, LLC.

TENTATIVE RULING

Defendants Denise Chia Wen Lee, Shang Chou Lu, and T-Parcel Express’ Demurrer to Plaintiff’s Unverified Complaint is SUSTAINED IN PART with twenty (20) days leave to amend as to the following causes of action: first, third, fourth, sixth, seventh (as to T-Parcel), and eighth (as to T-Parcel); and SUSTAINED WITHOUT LEAVE TO AMEND as to the second and fifth causes of action. 

The Complaint is  OVERRULED IN PART as to the seventh and eighth causes of action regarding Lee and Lu.

Defendants Denise Chia Wen Lee, Shang Chou Lu, and T-Parcel Express’ Motion to Strike Portions of Plaintiff’s Unverified Complaint scheduled for May 6, 2025, is advanced and deemed MOOT.

BACKGROUND

This case involves a breach of contract. In early 2021, plaintiff UX Parcel, LLC (Plaintiff) entered a written ownership and employment contract with defendant Denise Chia Wen Lee, where Lee would receive a salary and 15% of the Plaintiff. In 2025, Plaintiff and Lee entered into an oral agreement where Lee would purchase the remaining 85% of Plaintiff. Plaintiff alleges Lee paid herself and defendant Shang Chou Lu unearned wages, started defendant T-Parcel Express (T-Parcel) to compete with Plaintiff, and convinced actual and potential customers into hiring T-Parcel instead.

On February 13, 2025, Plaintiff filed a complaint against Lee, Lu, and T-Parcel (collectively, Defendants), and Does 1 through 100, alleging the following causes of action: (1) breach of contract, (2) embezzlement, (3) fraud and deceit (intentional misrepresentation), (4) intentional interference with economic advantage, (5) breach of the covenant of good faith and fair dealing, (6) unfair compensation, (7) conversion, and (8) conspiracy.

On March 25, 2025, Defendants filed this present demurrer. Before filing this demurrer and motion to strike, Defendants’ counsel met and conferred telephonically with Plaintiff’s counsel on March 19, 2025. (Chow Decl., ¶¶ 2-11.)

A hearing on the present demurrer with a motion to strike is set for May 6, 2025. A case management conference and an order to show cause re: failure to file proof of service are scheduled for July 8, 2025.

ANALYSIS

Defendants demur to Plaintiff’s entire complaint. For the following reasons, the court SUSTAINS IN PART AND OVERRULES IN PART Defendants’ demurrer.

Legal Standard

A party may demur to a complaint on the grounds that it “does not state facts sufficient to constitute a cause of action.” (Code Civ. Proc., § 430.10, subd. (e).) A demurrer evaluates whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747 (Hahn).) When considering demurrers, courts accept all well-pleaded facts as true and read the allegations liberally and in context. (Fox v. JAMDAT Mobile, Inc. (2010) 185 Cal.App.4th 1068, 1078; Wilson v. Transit Authority of City of Sacramento (1962) 199 Cal.App.2d 716, 720-21.) In a demurrer proceeding, the defects must be apparent on the face of the pleading or via proper judicial notice. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) “A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed.” (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.) “The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action.” (Hahn, supra, 147 Cal.App.4th at p. 747.)

Additionally, a demurrer to a complaint may be brought on the ground that the pleading is uncertain, ambiguous, or unintelligible. (Code Civ. Proc., § 430.10, subd. (f); Beresford Neighborhood Assn. v. City of San Mateo (1989) 207 Cal.App.3d 1180, 1191.) A demurrer based on uncertainty is disfavored and will be strictly construed even when the pleading is uncertain in some respects.  (Khoury v. Maly’s of California, Inc. (1993) 14 Cal.App.4th 612, 616.) A demurrer for uncertainty may be sustained when a defendant cannot reasonably determine the specific matters to which they must respond.  For example, when a plaintiff joins multiple causes of action as one, fails to identify each cause of action properly, or fails to state against which party each cause of action is asserted if there are multiple defendants, a complaint is uncertain.  (Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139, fn. 2.)

The court must allow leave to amend where there is a reasonable possibility of a successful amendment. (Goodman v. Kennedy (1976) 18 Cal.3d 335, 348.) The burden is on the complainant to show the court that a pleading can be amended successfully. (Ibid.)

Breach of Contract (First Cause of Action)

Defendants argue that Plaintiff’s first cause of action for breach of contract is uncertain and ambiguous and fails to plead sufficient facts to state a claim. (Dem., pp. 2:21-4:2.) The court agrees.

Legal Standard

To state a cause of action for breach of contract, a plaintiff must be able to establish “(1) the existence of the contract, (2) the plaintiff’s performance or excuse for nonperformance, (3) the defendant’s breach, and (4) the resulting damages to the plaintiff.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.) If a breach of contract claim “is based on alleged breach of a written contract, the terms must be set out verbatim in the body of the complaint or a copy of the written agreement must be attached and incorporated by reference.” (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 307.) In some circumstances, a plaintiff may also “plead the legal effect of the contract rather than its precise language.” (Construction Protective Services, Inc. v. TIG Specialty Ins. Co. (2002) 29 Cal.4th 189, 198-199.)  Terms of an oral contract may be pleaded generally as to their effect because it is rarely possible to allege the exact words. (Scolinos v. Kolts (1995) 37 Cal.App.4th 635, 640; Khoury v. Maly's of California, Inc., supra, 14 Cal.App.4th at p. 616.)  “[T]he vital elements of a cause of action based on contract are mutual assent (usually accomplished through the medium of an offer and acceptance) and consideration.” (Division of Labor Law Enforcement v. Transpacific Transportation Co. (1977) 69 Cal.App.3d 268, 275.)

Discussion

The complaint alleges that Plaintiff and Lee entered into a written Employment Agreement, wherein Lee would manage Plaintiff’s finances, process employee payroll, and function as Plaintiff’s licensed customs broker. (Compl., ¶ 12.) In return, Lee would receive a monthly salary and a fifteen (15) percent ownership interest in UX Parcel, LLC (Plaintiff). (Compl., ¶ 13.) However, Plaintiff failed to include the verbatim terms of the written contract or attach a copy of the written agreement as required under Harris v. Rudin, Richman & Appel, supra, 74 Cal.App.4th at p. 307. Therefore, the court finds Plaintiff insufficiently alleged the existence of the written contract.

The complaint further alleges that Plaintiff entered an oral agreement where Lee would purchase the remaining ownership interest. (Compl., ¶ 14.) However, the complaint failed to specify the purchase price or any other material terms of the oral agreement.  Additional allegations further demonstrate that Plaintiff omitted material terms of the subject agreement.  Plaintiff asserts that Lee breached “the Agreement” by paying Lee and Lu unearned wages, using confidential information, forming T-Parcel, and stealing customers for T-Parcel’s benefit. (Compl., ¶¶ 15, 16, 18, 21.) However, none of the alleged terms mention wages, confidential information, employment, or noncompetition clauses. Since Plaintiff failed to set forth all the essential terms of the oral agreement, the court finds Plaintiff insufficiently plead the existence of the oral contract.

Accordingly, the court SUSTAINS Defendants’ demurrer as to this cause of action with leave to amend.

Embezzlement (Second Cause of Action)

Defendants contend that Plaintiff’s second cause of action for embezzlement is uncertain and fails to plead sufficient facts to state a claim. (Dem., p. 4:4-19.) The court agrees that Plaintiff insufficiently pleads embezzlement because there is no civil claim for embezzlement. (Mohebbi v. Khazen (N.D.Cal. 2014) 50 F.Supp.3d 1234, 1257.) Plaintiff concedes this argument. (Opp., p. 3:16-21.)

Accordingly, the court SUSTAINS Defendants’ demurrer as to this cause of action without leave to amend.

Fraud and Deceit – Intentional Misrepresentation (Third Cause of Action)

Defendants assert that Plaintiff’s third cause of action for intentional misrepresentation is uncertain and fails to plead sufficient facts to state a claim. (Dem., pp. 4:21-6:5.) The court agrees.

Legal Standard¿

“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.” (Lazar v. Superior Court (1996) 12 Cal.4th 631, 638, quoting 5 Witkin, Summary of Cal. Law (9th ed. 1988) Torts, § 676, p. 778.) Concealment also requires that “defendant must have been under a duty to disclose the fact to the plaintiff[,]” (Roddenberry v. Roddenberry (1996) 44 Cal.App.4th 634, 665-666) while false promise requires the defendant to have had no intention of performing at the time the promise was made. (Magpali v. Farmers Group, Inc. (1996) 48 Cal.App.4th 471, 481.)

The facts constituting the alleged fraud must be alleged factually and specifically as to every element of fraud, as the policy of “liberal construction” of the pleadings will not ordinarily be invoked. (Lazar v. Superior Court (1996) 12 Cal.4th 631, 645.) In alleging a cause of action for fraud, “[t]he specificity requirement means a plaintiff must allege facts showing how, when, where, to whom, and by what means the representations were made, and, in the case of a corporate defendant, the plaintiff must allege the names of the persons who made the representations, their authority to speak on behalf of the corporation, to whom they spoke, what they said or wrote, and when the representation was made.” (West v. JPMorgan Chase Bank, N.A. (2013) 214 Cal.App.4th 780, 793.)

Discussion

The complaint claims Lee and Lu indicated, through either verbal or nonverbal conduct, that Defendants would work exclusively for the benefit of Plaintiff. (Compl., ¶ 14.) Furthermore, the complaint states that Lee agreed to this exclusive arrangement in “the Agreement.” (Compl., ¶ 14.) However, the complaint remains unclear as to which agreement Plaintiff is referencing. The court finds that these vague allegations fail to satisfy the requirement that fraud must be pled with specificity.  Plaintiff fails to specify the time, place, recipient, and means by which these verbal or nonverbal representations were made. In the case of T-Parcel, Plaintiff does not demonstrate Lee and Lu’s authority to speak on behalf of the corporation, nor does it clarify to whom they spoke, what they said or wrote, or when the representation was made. Instead, Plaintiff offers a generalized assertion that Lee and Lu’s conduct implied they would work exclusively for Plaintiff’s benefit. (Compl., ¶ 14.) Plaintiff argues that it provides “specific facts outlining the required elements,” but no examples to support this claim.

Therefore, the court finds that Plaintiff failed to plead this cause of action with the required specificity.  Accordingly, Defendants’ demurrer as to this cause of action SUSTAINED with leave to amend.

Intentional Interference with Economic Advantage (Fourth Cause of Action)

Defendants state that Plaintiff’s fourth cause of action for intentional interference with economic advantage is uncertain and fails to plead sufficient facts to state a claim. (Dem., pp. 6:7-7:4.) The court agrees.

Legal Standard

The elements of a claim for intentional interference with prospective economic advantage include “(1) an economic relationship between the plaintiff and some third party, with the probability of future economic benefit to the plaintiff; (2) the defendant’s knowledge of the relationship; (3) intentional or negligent acts on the part of the defendant designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) economic harm to the plaintiff proximately caused by the acts of the defendant.” (Crown Imports, LLC v. Superior Court (2014) 223 Cal.App.4th 1395, 1404, citations, brackets, and quotation marks omitted.) Further, “the alleged interference must have been wrongful by some measure beyond the fact of the interference itself. For an act to be sufficiently independently wrongful, it must be unlawful, that is, it is proscribed by some constitutional, statutory, regulatory, common law, or other determinable legal standard.” (Ibid., citation, ellipsis, and quotation marks omitted.)

Discussion

Plaintiff alleges Lee and Lu formed T-Parcel to compete with Plaintiff, Lee used confidential information, and Lee persuaded customers to hire T-Parcel over Plaintiff in breach of “the Agreement.” (Compl., ¶¶ 16, 18, 21.) While these allegations suggest interference, they do not demonstrate an independently wrongful act as proscribed under a determinable legal standard. Plaintiff does not refute this argument. (Opp., p. 4:14-22.)

Therefore, court finds the complaint fails to adequately allege any independently wrongful interference.  Accordingly, the court SUSTAINS Defendants’ demurrer as to this cause of action with leave to amend.

Breach of Implied Covenant of Good Faith and Fair Dealing (Fifth Cause of Action)

Defendants argue that Plaintiff’s fifth cause of action for breach of the implied covenant of good faith and fair dealing is uncertain and fails to plead sufficient facts to state a claim. (Dem., p. 7:6-26.) The court agrees.

Legal Standard

The elements for breach of the implied covenant of good faith and fair dealing are: (1) the existence of a contract between plaintiff and defendant; (2) the plaintiff performed his contractual obligations or was excused from performing them; (3) the conditions requiring the defendant’s performance had occurred; (4) the defendant unfairly interfered with the plaintiff’s right to receive the benefits of the contract; and (5) the defendant’s conduct harmed the plaintiff. (Merced Irr. Dist. v. County of Mariposa (E.D. Cal. 2013) 941 F.Supp.2d 1237, 1280 [discussing California law].)

“The covenant of good faith and fair dealing, implied by law in every contract, exists merely to prevent one contracting party from unfairly frustrating the other party’s right to receive the benefits of the agreement actually made.” (Guz v. Bechtel Nat. Inc. (2000) 24 Cal. 317, 349, emphasis removed from original.)  “A cause of action for a breach of the implied contractual covenant of good faith and fair dealing cannot be stated in the absence of a valid contract to which the covenant appertains.” (Pacific States Enterprises, Inc. v. City of Coachella (1993) 13 Cal.App.4th 1414, 1425.)

Discussion

A plaintiff’s claim for breach of the implied covenant of good faith and fair dealing is superfluous when based on the same conduct that supported the plaintiff’s claim for breach of contract. (Guz v. Bechtel Nat. Inc., supra, 24 Cal. at p. 352.) Here, Plaintiff’s claim for breach of the implied covenant alleges the same underlying facts as its breach of contract claim, i.e., using confidential information and stealing customers for T-Parcel’s benefit. (Compl., ¶¶ 15, 16, 18, 21, 49.)

Plaintiff argues that the factual allegations supporting both causes of action are not identical because this claim pertains to the employment relationship and Plaintiff asserts it against all Defendants, whereas Plaintiff asserts the breach of contract claim against Lee. (Opp., p. 5:1-11.) The court is not persuaded by this reasoning. The first cause of action for breach of contract also involves the employment relationship, and whether Plaintiff asserts the cause of action against Lee or all Defendants does not alter the underlying factual allegations.

When the court determines the claim is superfluous, the court may dismiss a cause of action for breach of the implied covenant of good faith and fair dealing. (Guz v. Bechtel Nat. Inc., supra, 24 Cal. at p. 352.) For the reasons identified above, the court finds this claim superfluous.  Accordingly, the court SUSTAINS Defendants’ demurrer as to this cause of action without leave to amend.

Unfair Competition (Sixth Cause of Action)

Defendants assert that Plaintiff’s sixth cause of action for unfair competition is uncertain and fails to plead sufficient facts to state a claim. (Dem., pp. 8:1-9:3.) The court agrees.

Legal Standard

To state a cause of action for unfair competition, a plaintiff must establish that the defendant engaged in “unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising.” (Bus. & Prof. Code, § 17200.) This section establishes three types of unfair competition, prohibiting “practices that are either ‘unfair,’ or ‘unlawful,’ or ‘fraudulent.’” (Pastoria v. Nationwide Ins. (2003) 112 Cal.App.4th 1490, 1496.) Thus, “[a]n act or practice may be actionable as “unfair” under the unfair competition law even if it is not ‘unlawful.’” (Chavez v. Whirlpool Corp. (2001) 93 Cal.App.4th 363, 374.) However, despite the broad scope of Business and Professions Code section 17200, its remedies are limited to equitable relief, and damages are not recoverable. (Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1144.) A plaintiff has standing to bring an action for unfair business practices if they “(1) establish a loss or deprivation of money or property sufficient to qualify as injury in fact, i.e., economic injury, and (2) show that that economic injury was the result of, i.e., caused by, the unfair business practice or false advertising that is the gravamen of the claim.” (Kwikset Corp. v. Superior Court (2011) 51 Cal.4th 310, 322.)

To sustain an unfair competition cause of action based on fraudulent or deceptive practices, representations, or nondisclosures, plaintiffs must show that members of the public and a reasonable consumer likely would be misled. (Weinstat v. Dentsply Internat., Inc. (2010) 180 Cal.App.4th 1213, 1223, fn. 8.) Whether statements or advertisements are likely to deceive a reasonable consumer is a fact question, except where “no reasonable trier of fact could conclude that any of the subject lines were likely to mislead a recipient, acting reasonably under the circumstances.” (Hypertouch, Inc. v. ValueClick, Inc. (2011) 192 Cal.App.4th 805, 839-840.)

Discussion

The complaint alleges potential customer confusion resulting from Lee and Lu’s previous work with Plaintiff.  However, the facts do not describe with clarity the manner of misleading Plaintiff’s customers or whether Defendants falsely advertised. (Compl., ¶¶ 52-54.) Furthermore, the complaint does not assert that Defendants’ actions were “unlawful” or that Defendants’ actions and practices were monopolistic, anticompetitive or unfair. (See Khoury v. Maly's of California, Inc., supra, 14 Cal.App.4th at p. 614.)

In opposition, Plaintiff argues that the complaint adequately alleges fraudulent business practices in its third cause of action for intentional misrepresentation. (Opp., p. 5:12-21.) However, the third cause of action focuses on fraudulent conduct that harmed Plaintiff, while the unfair competition claims assess whether a defendant’s actions could potentially deceive members of the public. (Compl., ¶¶ 30-39; see Puentes v. Wells Fargo Home Mortg., Inc. (2008) 160 Cal.App.4th 638, 646-649.) Since these allegations do not address Defendant’s actions and their alleged impact on the public, the court finds Plaintiff failed to sufficiently allege unfair competition.

Accordingly, the court SUSTAINS Defendants’ demurrer as to this cause of action with leave to amend.

Conversion (Seventh Cause of Action)

Defendants argue that Plaintiff’s seventh cause of action for conversion is uncertain and does not plead sufficient facts to state a claim. (Dem., pp. 9:5-10:7.) The court agrees as to Defendant T-Parcel only.  As to Defendants Lee and Lu, the court disagrees.

Legal Standard

“Conversion is the wrongful exercise of dominion over the property of another. The elements of a conversion claim are: (1) the plaintiff’s ownership or right to possession of the property; (2) the defendant’s conversion by a wrongful act or disposition of property rights; and (3) damages.” (Burlesci v. Petersen (1998) 68 Cal.App.4th 1062, 1066.) “Conversion is an intentional tort.” (Multani v. Knight (2018) 23 Cal.App.5th 837, 853.) “Because the act [of conversion] must be knowingly done, ‘neither negligence, active or passive, nor a breach of contract, even though it results in injury to, or loss of, specific property, constitutes a conversion.’” (Taylor v. Forte Hotels International (1991) 235 Cal.App.3d 1119, 1124.) “[C]ases recognizing claims for the conversion of money ‘typically involve those who have misappropriated, commingled, or misapplied specific funds held for the benefit of others.’” (Voris v. Lampert (2019) 7 Cal.5th 1141, 1152, quoting PCO, Inc. v. Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (2007) 150 Cal.App.4th 384, 396.)

Discussion

In this case, the complaint alleges Lee and Lu took $51,826.92 in unearned wages from Plaintiff while Lee controlled Plaintiff’s finances and payroll as Chief Executive Officer. (Compl., ¶¶ 12, 22.) These allegations are sufficient to allege conversion. However, the complaint does not specify how T-Parcel participated in the conversion.

In reply, Defendants argue that a conversion claim is inappropriate for the nonpayment of wages. (Reply, pp. 8:19-9:8.) The court notes that Plaintiff’s conversion claim, however, pertains to unearned wages, not the nonpayment of wages. (Compl., ¶¶ 12, 22; Opp., p. 6:5-8.) Therefore, the court does not find Defendants’ argument persuasive and to Lee and Lu.

Accordingly, the court SUSTAINS Defendants’ demurrer as to this cause of action with leave to amend as to T-Parcel. The court OVERRULES Defendants’ demurrer as to this cause of action as to Lee and Lu.

Conspiracy (Eighth Cause of Action)

Defendants argue that Plaintiff’s eighth cause of action for conspiracy is uncertain and fails to plead sufficient facts to state a claim. (Dem., pp. 10:9-11:5.) The court agrees as to Defendant T-Parcel and disagrees as to Defendants Lee and Lu.

Legal Standard

Civil conspiracy is not an independent tort. (Applied Equipment Corp. v. Litton Saudi Arabia Ltd.¿(1994) 7 Cal.4th 503, 512.) Rather, a conspiracy claim is a mechanism for imposing vicarious liability, whereby each member of the conspiracy is liable for all acts committed by others pursuant to the conspiracy and for all damages caused thereby. (Id. at pp. 510-511.) The elements of civil conspiracy are: “(1) the formation of a group of two or more persons who agreed to a common plan or design to commit a tortious act; (2) a wrongful act committed pursuant to the agreement; and (3) resulting damages.” (City of Industry v. City of Fillmore (2011) 198 Cal.App.4th 191, 212.) Where a plaintiff alleges viable claims for both the underlying tort and conspiracy to commit that tort, courts tend to construe the causes of action together as a single cause of action. (Ibid.) Bare legal conclusions, inferences, generalities, and presumptions are insufficient to support this cause of action. (State of Cal. ex rel. Metz v. CCC Information Services, Inc., supra, 149 Cal.App.4th at p. 419.)

Discussion

Plaintiff generally alleges that Defendants formed a conspiracy to deprive Plaintiff of its property and to steal business from Plaintiff. (Compl., ¶ 61.) To that end, Plaintiff claims that Lee and Lu engaged in wrongful acts, including, among other things, paying unearned wages, using confidential information, and convincing customers to conduct business with T-Parcel instead of Plaintiff. (See Compl., ¶¶ 15-18, 26, 41-43.) Plaintiff alleges that Lee and Lu’s actions resulted in $51,826.92 of damages and over $500,000 in lost profits. (Compl., ¶¶ 22, 44.) Plaintiff does not, however, allege facts related to T-Parcel’s involvement.

The court finds the allegations sufficient to allege civil conspiracy against Lee and Lu since the allegations demonstrate their underlying tort, to wit, conversion.  Plaintiff also attempts to allege conspiracy of intentional interference with economic advantage, but as discussed above, Plaintiff insufficiently alleges this cause of action.

Accordingly, the court SUSTAINS Defendants’ demurrer to this cause of action with leave to amend as to T-Parcel. The court OVERRULES Defendants’ demurrer to this cause of action as to Lee and Lu.

CONCLUSION

Based on the foregoing, Defendants’ Demurrer to Plaintiff’s Complaint is SUSTAINED IN PART with twenty (20) days leave to amend as to the following causes of action: first, third, fourth, sixth, seventh (as to T-Parcel), and eighth (as to T-Parcel); and SUSTAINED WITHOUT LEAVE TO AMEND as to the second and fifth causes of action. 

The Complaint is OVERRULED IN PART as to the seventh and eighth causes of action regarding Lee and Lu.

Based on the above ruling, Defendants’ motion to strike, scheduled for May 6, 2025, is advanced and deemed MOOT.