Judge: Wesley L. Hsu, Case: 22PSCV01084, Date: 2023-04-14 Tentative Ruling

Case Number: 22PSCV01084    Hearing Date: April 14, 2023    Dept: L

Background   

 

Case No. 21PSCV01059

 

Plaintiffs Kimberly Zhou Tang (“Tang”), Ximing Zhou (“Zhou”) and Shuying Yang (“Yang”)

(collectively, “Plaintiffs”) allege as follows: Zhou and Yang are married; Tang is their daughter.

Defendants Kuei-Lin Hsieh aka Wainny Hsieh (“Hsieh”) and Nating Cai aka Shelly Cai (“Cai”)

are married. Hsieh and/or Cai wholly or partially owned Articouture, Inc. (“Articouture”), All

Ambitions Corp. (“All Ambitions”) and Closet Depot, Inc. (“Closet Depot”). Tang became good

friends with Hsieh and Cai. Hsieh and Cai began to pitch a business investment venture with

Tang, which Tang discussed with her parents. In or about February 2011, Plaintiffs and

Defendants entered into a verbal agreement, wherein it was agreed that Plaintiffs would invest

$500,000.00 into Closet Depo, that Tang and her husband would be entitled to work at Closet

Depot and another new company that was being started (i.e., Articouture) at a set monthly salary

and that Defendants would pay Plaintiffs profits and bonus in the approximate amount of 15% of

the investment sum of $500,000.00 per annum as long as the business was doing well. In or

about February 2011, Plaintiffs remitted $500,000.00. Defendants thereafter asked Plaintiffs to

wait on the 15% profit sharing and bonus because they were trying to expand the business, and

Plaintiffs agreed. On or about March 9, 2012, Plaintiffs and Defendants entered into a written

agreement wherein Defendants would secure purchase orders from clients and locate factories in

China to source the merchandise to fulfill the purchase orders, Plaintiffs would finance all

payments to factories in China up to the sum of $320,000.00 and the parties would split the

profits after deducting costs and fees. Plaintiffs remitted payments to 6 separate factories in

China at Defendants’ direction totaling $320,840.27. In or about the end of March 2012,

Plaintiffs and Defendants entered into a verbal agreement, wherein Plaintiffs would invest

$320,000.00 with Defendants to explore business opportunities in China and, depending on the

business opportunities that Plaintiffs procured, the parties would discuss how to proceed.

Pursuant to this verbal agreement, Plaintiffs remitted $322,376.82 between March 28, 2012 and

July 2, 2012. On or about December 16, 2019, Plaintiffs and Defendants entered into a written

agreement wherein the parties agreed that the balance owed on the first agreement was

$304,718.00, that the balance owed on the second agreement was $320,000.00 and that the

balance owed on the third agreement was $270,000.00. The parties agreed to a payment plan for

the balances owed. Defendants have since breached the agreement by failing to make payments.

The current balance owed is $630,969.80.

 

On June 1, 2022, Plaintiffs filed a First Amended Complaint (“FAC”), asserting causes of action against Hsieh, Cai, Articouture, All Ambitions, Closet Depot and Does 1-100 for:

 

1.      Intentional Misrepresentation

2.      Negligent Misrepresentation

3.      Breach of Contract

4.      Declaratory Relief

5.      Conversion

6.      Accounting

7.      Constructive Trust

 

On October 17, 2022, Hsieh, Cai, Articouture, All Ambitions and Closet Depot filed a cross-complaint, asserting causes of action against Tang, Zhou, Yang and Roes 1-100 for:

 

1.      Breach of Contract (1st Cooperation Agreement)

2.      Breach of Contract (2nd and 3rd Cooperation Agreements)

3.      Rescission of Contract (2019 Purported Agreements)

4.      Declaratory Relief

 

On January 25, 2023, Case Nos. 21PSCV01059 and 22PSCV01084 were related; Case No. 21PSCV01059 was deemed the lead case.

 

A Status Conference (Related Cases) is set for July 3, 2023. The Final Status Conference is set for October 17, 2023. Trial is set for October 31, 2023.

 

Case No. 22PSCV01084

 

Tang, Zhou and Yang (collectively, “Plaintiffs”) allege as follows: Hsieh and Cai pitched a business investment venture with Tang. After Tang advised them that she did not have sufficient capital for such a venture, Hsieh and Cai asked Tang to ask her parents, Zhou and Yang, to invest together as a family. In February 2011, Plaintiffs remitted $500,000.00 to Hsieh and Cai and their businesses. Between March 16, 2012 and September 27, 2012, Plaintiffs remitted payments to 6 separate factories in China on behalf of, and at the direction of, Hsieh and Cai and their businesses totaling $320,840.27. Between March 28, 2012 and July 2, 2012, Plaintiffs remitted $322,376.82 to Hsieh and Cai and their businesses. On December 16, 2019, Plaintiffs and Hsieh and Cai and their businesses entered into a written agreement wherein they agreed on the balances for Plaintiffs’ 3 investment principals and to a payment plan for repaying same. Hsieh and Cai defaulted in making payments, which led to a November 24, 2021 demand letter and Plaintiffs subsequent filing of Case No. 21PSCV01059. After Hsieh and Cai received Plaintiffs’ demands letter, they organized and established Inkscale LLC (“Inkscale”)  and Inkbrella LLC (“Inkbrella”) and executed grant deeds transferring their interests in their real properties to Inkscale and Inkbrella.

 

On September 20, 2022, Plaintiffs filed a complaint, asserting causes of action against Hsieh, Cai, Inkscale, Inkbrella and Does 1-100 for:

 

1.      Fraudulent Transfer

2.      Fraudulent Transfer

3.      Unjust Enrichment

4.      Constructive Trust

 

Again, on January 25, 2023, Case Nos. 21PSCV01059 and 22PSCV01084 were related; Case No. 21PSCV01059 was deemed the lead case.

 

A Status Conference (Related Cases) is set for July 3, 2023.

 

Discussion

 

Hsieh, Cai, Inkbrella and Inkscale (hereinafter collectively, “Defendants”) move the court for an order dismissing the instant action, on the basis that it is duplicative of Case No. 21PSCV01059.

 

The motion is denied. Defendants have not filed a responsive pleading in this instant action, to date. Defendants have failed to cite any statutory authority permitting the filing of a motion to dismiss based on allegedly duplicative claims as a method to challenge opposing pleadings. The court notes additionally that this complaint, on its face, involves conduct that post dates the filing of the prior matter and involves at least two new defendants.