The Wimbledon Fund, SC CLass TT v. Graybox LLC et al

Filing 82

MINUTES OF IN CHAMBERS ORDER by Judge Christina A. Snyder RE: Defendants Cascade technologies Corp, Graybox LLC, and Eugene Scher's Motion to Dismiss Plaintiff's Complaint 71 ; Defendant Integrated Administration's Motion to Dismiss Plaintiff's Complaint 72 . Defendants' Motions to Dismiss are DENIED. The hearing date of 11/23/2015 at 10:00 AM is VACATED. Court Reporter: Not Present. (gk)

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
Case No.

2:15-cv-06633-CAS-AJW

Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

Present: The Honorable

Date

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November 19, 2015

CHRISTINA A. SNYDER, U.S. DISTRICT JUDGE

CONNIE LEE
Deputy Clerk

Not Present
Court Reporter / Recorder

N/A
Tape No.

Attorneys Present for Plaintiffs:

Attorneys Present for Defendants:

N/A

N/A

Proceedings:

DEFENDANTS CASCADE TECHNOLOGIES CORP,
GRAYBOX LLC, AND EUGENE SCHER’S MOTION TO
DISMISS PLAINTIFF’S COMPLAINT (Dkt. 71, filed October 23,
2015)

DEFENDANT INTEGRATED ADMINISTRATION’S MOTION
TO DISMISS PLAINTIFF’S COMPLAINT (Dkt. 72, filed
October 23, 2015)
The Court finds this motion appropriate for decision without oral argument. See
Fed. R. Civ. P. 78; C.D. Cal. Local Rule 7-15. Accordingly, this matter is hereby taken
under submission.
I.

INTRODUCTION

Plaintiff, The Wimbledon Fund, SPC (Class TT) (“Wimbledon”), filed this action
on August 28, 2015 against defendants Graybox, LLC. (“Graybox”), Integrated
Administration (“IA”), Eugene Scher, as trustee of the Bergstein Trust (“Scher”), and
Cascade Technologies, Corp. (“Cascade”) (collectively, “defendants”). Compl. In brief,
the complaint alleges that Wimbledon was the victim of a fraudulent investment scheme
involving an investment advisory company named Swartz IP Services Group (“SIP”).
See generally Id. Wimbledon asserts that in November and December 2011, it invested
$17.7 million dollars with SIP pursuant to a note purchase agreement, but that
subsequently SIP caused this investment to be transferred to various third parties,
including defendants. Id. at 4-6. Wimbledon asserts that these transfers violated its
agreement with SIP and constituted fraudulent transfers in violation of the California
Uniform Fraudulent Transfer Act (“CUFTA”). See id. Accordingly, Wimbledon asserts
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UNITED STATES DISTRICT COURT
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Case No.

2:15-cv-06633-CAS-AJW

November 19, 2015

Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

claims against defendants for avoidance and recovery of fraudulent transfers pursuant to
California Civil Code §§ 3439.04, 3439.05, and 3439.07. Id. at 7-12.
On October 23, 2015, defendants Graybox, Scher, and Cascade filed a motion to
dismiss plaintiff’s complaint. Dkt. 71. The same day, defendant IA filed its own motion
to dismiss plaintiffs complaint. Dkt. 72. On November 2, 2015, Wimbledon filed an
opposition to both of the motions to dismiss. Dkt. 77. On November 9, 2015, Graybox,
Scher, Cascade, and IA filed their respective replies. Dkt. 79, 80. Having carefully
considered the parties’ arguments, the Court finds and concludes as follows.
II.

BACKGROUND

The complaint alleges the following facts: SIP was formed as a Texas corporation
on December 2, 2010. Compl. ¶ 10. SIP’s only shareholders are David Bergstein,
Jerome Swartz, Aaron Grunfeld, and Kiarash Jam (the “SIP Shareholders”). Id. ¶ 11.
SIP is controlled entirely and exclusively by the SIP Shareholders. Id. Wimbledon
contends that “[t]hese individuals created SIP for a single purpose: to shield them from
personal liability arising from fraudulent conduct directly benefitting them” Id.
Wimbledon further alleges that SIP “has no assets” and has completely failed to observe
any corporate formalities, e.g., “no management committee was formed, no votes were
ever taken on any issues, board of director meetings were never held, and no minutes
were ever taken.” Id.
Rather, Wimbledon contends that the SIP Shareholders operated SIP as if they and
SIP were a single economic entity. Id. ¶ 12. Specifically, they commingled their
personal finances with the finances of SIP, SIP’s obligations were funded on “as-need
basis” from the SIP Shareholders personal bank accounts, and they regularly siphoned off
company funds for their own personal benefit. Id. Accordingly, Wimbledon argues that
SIP is not a real company, but rather a “mere fiction.” Id. ¶ 14.
On or about November 14, 2011, Wimbledon and SIP entered into a Note Purchase
Agreement (the “NPA”). Id. ¶ 15. Pursuant to this agreement, Wimbledon had the right
to purchase up to $25 million worth of reference notes issued by SIP (the “SIP Notes”).
Id. According to Wimbledon, the NPA contained numerous provisions indicating that
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Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

SIP was a legitimate business and that the SIP Notes were a legitimate investment. Id. ¶
16. For example:
•
•
•

•

•
•

•
•

In Section 5.2, SIP represents and warrants that it is “duly authorized by the
appropriate governing body” to execute the agreement;
In Section 7.1, SIP offers to provide interim and annual financial statements,
notices of board of directors meetings, and minutes from those meetings;
In Section 7.2(a), SIP covenants to “preserve and maintain separate
corporate existence and all material rights, franchises, licenses, permits, and
privileges sufficient for the conduct of its business”;
In Section 7.2(e), SIP covenants to “maintain a system of accounting, and
keep such books, records and accounts sufficient to permit the preparation
of financial statements in accordance with GAAP”;
In Section 7.2(g), SIP covenants to make its properties, books, records, and
files available for inspection;
Section 8 explains how the SIP Notes would increase or decrease in value
each year based on Tewksbury Investment Fund Ltd.’s performance, plus
a premium of 1% thereon, and would become due and payable in full on
November 14, 2016;
Section 10.1 set forth SIP’s obligations to satisfy a redemption request; and
In Section 14, SIP states that the SIP notes may be presented for payment
at SIP’s office in Santa Monica, CA.

Id. ¶ 16.
In November and December 2011, Wimbledon made payments of $12.5 and $5.2
million, respectively, to SIP to purchase SIP Notes. Id. ¶ 17. Wimbledon’s November
2011 investment was wired to SIP’s bank accounts with Deutsche Bank. Id. ¶ 18. Over
the course of the following weeks and months, the Deutsche Bank accounts were
virtually depleted through a series of wire transfers to third-party entities controlled by or
for the benefit of the SIP Shareholders. Id. Wimbledon contends that these transfers
were entirely inconsistent with the terms of the NPA. Id.
Many of these transfers were reportedly made to defendants. Id. For example,
sixteen transfers totaling $1.8 million were made to defendant Graybox. Id. ¶ 19. SIP
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Case No.

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November 19, 2015

Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

Shareholder David Bergstein is Graybox’s sole managing member. Id. Sixteen transfers
totaling approximately $2 million were made to defendant IA. Id. ¶ 20. The majority
shareholders, officers, and directors of IA are SIP Shareholders David Bergstein and
Kiarash Jam. Id. Three transfers were made to defendant Scher totaling $125,000. Id. ¶
21. Scher is the trustee for the Bergstein trust which owns David Bergstein’s real
property located throughout the country. Id. One transfer was made to defendant
Cascade totaling $200,000. Id. ¶ 23. Scher is the CEO and COO of Cascade and SIP
Shareholder Jerome Swartz is a director of Cascade. Id.
Wimbledon’s December 2011 investment of $5.2 million was wired to SIP’s bank
account with Wells Fargo. Id. ¶ 24. Within one month the account had been depleted to
only $68,000. Id. By April 2012, the account’s balance was only $17,000. Id. Like the
Deutsche Bank accounts, the Wells Fargo account was depleted, at least in part, by
transfers to defendants. Id. For example, two transfers totaling $200,000 were made to
Graybox and one transfer totaling $100,000 was made to Scher. In addition, Wells Fargo
bank records indicate that six transactions totaling $2.2 million were recorded in Wells
Fargo bank statements as “withdrawals made in branch.” Id. ¶ 27. Wimbledon believes
that at least some of these funds were diverted to defendants. Id.
Pursuant to the NPA, Wimbledon was entitled to make redemption requests in
certain circumstances requesting repayment of its investment from SIP. See ¶¶ 16, 28. In
August and October of 2012, Wimbledon made redemption requests on SIP. Id. ¶ 28. In
January of 2013, Wimbledon made a final redemption request on SIP for approximately
$4.7 million. Id. SIP ignored all of these redemption requests. Id. On February 4,
pursuant to another provision of the NPA, Wimbledon declared the SIP Notes
immediately due and payable. Id. ¶ 29. SIP likewise ignored this notice. Id.
On February 8, 2013, the Texas Secretary of State forfeited SIP’s certificate of
formation pursuant to section 171.309 of the Texas Tax Code. Id. ¶ 30. On that same
date, Wimbledon sued SIP for breach of contract in New York state court. Id. ¶ 31. On
July 14, 2015, the New York state court entered an award against SIP and in favor of
Wimbledon in the amount of $18,171,635. Id.

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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
Case No.

2:15-cv-06633-CAS-AJW

Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

III.

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November 19, 2015

LEGAL STANDARD
A.

Rule 12(b)(6)

A motion pursuant to Federal Rule of Civil Procedure 12(b)(6) tests the legal
sufficiency of the claims asserted in a complaint. Under this Rule, a district court
properly dismisses a claim if “there is a ‘lack of a cognizable legal theory or the absence
of sufficient facts alleged under a cognizable legal theory.’” Conservation Force v.
Salazar, 646 F.3d 1240, 1242 (9th Cir. 2011) (quoting Balisteri v. Pacifica Police Dep’t,
901 F.2d 696, 699 (9th Cir. 1988)). “While a complaint attacked by a Rule 12(b)(6)
motion to dismiss does not need detailed factual allegations, a plaintiff’s obligation to
provide the ‘grounds’ of his ‘entitlement to relief’ requires more than labels and
conclusions, and a formulaic recitation of the elements of a cause of action will not do.”
Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal citations omitted).
“Factual allegations must be enough to raise a right to relief above the speculative level.”
Id. (internal citations omitted).
In considering a motion pursuant to Rule 12(b)(6), a court must accept as true all
material allegations in the complaint, as well as all reasonable inferences to be drawn
from them. Pareto v. FDIC, 139 F.3d 696, 699 (9th Cir. 1998). The complaint must be
read in the light most favorable to the nonmoving party. Sprewell v. Golden State
Warriors, 266 F.3d 979, 988 (9th Cir. 2001). However, “a court considering a motion to
dismiss can choose to begin by identifying pleadings that, because they are no more than
conclusions, are not entitled to the assumption of truth. While legal conclusions can
provide the framework of a complaint, they must be supported by factual allegations.”
Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009); see Moss v. United States Secret Service,
572 F.3d 962, 969 (9th Cir. 2009) (“[F]or a complaint to survive a motion to dismiss, the
non-conclusory ‘factual content,’ and reasonable inferences from that content, must be
plausibly suggestive of a claim entitling the plaintiff to relief.”). Ultimately,
“[d]etermining whether a complaint states a plausible claim for relief will . . . be a
context-specific task that requires the reviewing court to draw on its judicial experience
and common sense.” Iqbal, 556 U.S. at 679.
Unless a court converts a Rule 12(b)(6) motion into a motion for summary
judgment, a court cannot consider material outside of the complaint (e.g., facts presented
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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
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Case No.

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November 19, 2015

Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

in briefs, affidavits, or discovery materials). In re American Cont’l Corp./Lincoln Sav. &
Loan Sec. Litig., 102 F.3d 1524, 1537 (9th Cir. 1996), rev’d on other grounds sub nom
Lexecon, Inc. v. Milberg Weiss Bershad Hynes & Lerach, 523 U.S. 26 (1998). A court
may, however, consider exhibits submitted with or alleged in the complaint and matters
that may be judicially noticed pursuant to Federal Rule of Evidence 201. In re Silicon
Graphics Inc. Sec. Litig., 183 F.3d 970, 986 (9th Cir. 1999); Lee v. City of Los Angeles,
250 F.3d 668, 689 (9th Cir. 2001).
As a general rule, leave to amend a complaint which has been dismissed should be
freely granted. Fed. R. Civ. P. 15(a). However, leave to amend may be denied when “the
court determines that the allegation of other facts consistent with the challenged pleading
could not possibly cure the deficiency.” Schreiber Distrib. Co. v. Serv-Well Furniture
Co., 806 F.2d 1393, 1401 (9th Cir. 1986); see Lopez v. Smith, 203 F.3d 1122, 1127 (9th
Cir. 2000).
B.

Rule 9(b)

Federal Rule of Civil Procedure 9(b) requires that the circumstances constituting a
claim for fraud be pled with particularity. Federal Rule of Civil Procedure 9(b) applies
not just where a complaint specifically alleges fraud as an essential element of a claim,
but also where the claim is “grounded in fraud” or “[sounds] in fraud.” Vess v. CibaGeigy Corp. U.S.A., 317 F.3d 1097, 1103–04 (9th Cir. 2003). A claim is said to be
“grounded in fraud” or “‘sounds in fraud’” where a plaintiff alleges that defendant
engaged in fraudulent conduct and relies on solely on that conduct to prove a claim. Id.
“In that event, . . . the pleading of that claim as a whole must satisfy the particularity
requirement of [Fed. R. Civ. P.] 9(b).” Id. However, where a plaintiff alleges claims
grounded in fraudulent and non fraudulent conduct, only the allegations of fraud are
subject to heightened pleading requirements. Id. at 1104.
A pleading is sufficient under Fed. R. Civ. P. 9(b) if it “[identifies] the
circumstances constituting fraud so that the defendant can prepare an adequate answer
from the allegations.” Walling v. Beverly Enters., 476 F.2d 393, 397 (9th Cir. 1973).
This requires that a false statement must be alleged, and that “circumstances indicating
falseness” must be set forth. In re GlenFed Sec. Litig., 42 F.3d 1541, 1548 (9th Cir.
1994). Thus, Rule 9(b) requires a plaintiff to “identify the ‘who, what, when, where and
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Case No.

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November 19, 2015

Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

how of the misconduct charged,’ as well as ‘what is false or misleading about [the
purportedly fraudulent conduct], and why it is false.” Cafasso, ex rel. United States v.
Gen. Dynamics C4 Sys., Inc., 637 F.3d 1047, 1055 (9th Cir. 2011) (quoting Ebeid ex rel.
United States v. Lungwitz, 616 F.3d 993, 998 (9th Cir. 2010)).
IV.

ANALYSIS

Wimbledon asserts claims against all defendants for avoidance and recovery of
fraudulent transfers pursuant to CUFTA. Section 3439.04(a) of CUFTA provides for two
different types of fraudulent transfers: (1) “actual fraudulent transfers”; and (2)
“constructive fraudulent transfers.” At the pleading stage a plaintiff is not required to
expressly identify under which of these theories it seeks to avoid a fraudulent transfer;
rather, “[c]laims for actual fraudulent transfer and constructive fraudulent transfer ‘may
be asserted as alternative theories of liability.’ ” Hyosung (America), Inc. v. Hantle USA,
Inc., 2011 WL 835781, at *6 (N.D. Cal. Mar. 4, 2011) (citing Liberty Mut. Ins. Co. v.
Hoge, 2005 WL 756568, at *4 (N.D. Cal. April 1, 2005). However, defendants, in their
motions to dismiss, contend that Wimbledon has failed to allege sufficient facts to
support a claim for either of these types of fraudulent transfers.
A “constructive fraudulent transfer” is a transfer made “without receiving a
reasonably equivalent value in exchange for the transfer or obligation.” Cal. Civ. Code §
3439.04(a)(1). In determining whether a transfer was for reasonably equivalent value,
“the court must analyze all the circumstances surrounding the transfer.” Cal. Serv. Emps.
Health & Welfare Trsut Fund v. Advance Bldg. Maint., Inc., 2010 WL 3448512, at *3
(N.D. Cal. Sept. 1, 2010). Here, Wimbledon alleges that within a matter of months its
entire investment was dissipated through a series of self-dealing transactions intended to
benefit the SIP Shareholders. See generally Compl. Based on these allegations it is not
clear that SIP received any value from these transfers, let alone “reasonably equivalent
value.” Wimbledon’s claims are further bolstered by the fact that, subsequent to these
transfers, Wimbledon is now a defunct entity with no assets. Id. ¶ 30. Accordingly, the
Court finds that Wimbledon has adequately alleged a claim for constructive fraudulent
transfer.
Likewise, Wimbledon has adequately alleged a claim for “actual fraudulent
transfer.” An “actual fraudulent transfer” is one made with “the actual intent to hinder,
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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
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Case No.

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November 19, 2015

Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

delay, or defraud a creditor.” Cal. Civ. Code § 3439.04(a)(1). In determining whether
the transferor acted with “actual intent” the statute provides that a court may consider the
following non-exhaustive list of factors: “(1) Whether the transfer or obligation was to an
insider; (2) Whether the debtor retained possession or control of the property transferred
after the transfer; (3) Whether the transfer or obligation was disclosed or concealed; (4)
Whether before the transfer was made or obligation was incurred, the debtor has been
sued or threatened with suit; (5) Whether the transfer was of substantially all the debtor’s
assets; (6) Whether the debtor absconded; (7) Whether the debtor removed or concealed
assets; (8) Whether the value of the consideration received by the debtor was reasonably
equivalent to the value of the asset transferred or the amount of the obligation incurred;
(9) Whether the debtor was insolvent or became insolvent shortly after the transfer was
made or the obligation was incurred; (10) Whether the transfer occurred shortly before or
shortly after a substantial debt was incurred; (11) Whether the debtor transferred the
essential assets of the business to a lienholder who transferred the assets to an insider of
the debtor.” Cal. Civ. Code § 3439.04(b).
Here, the complaint alleges facts indicating that numerous of these so-called
“badges of fraud” are present in this case. For example, Wimbledon alleges that many of
the transfers were made to entities controlled by and for the benefit of SIP’s
shareholders––i.e., the transfers were “to an insider” and SIP “retained possession or
control of the property transferred after the transfer.” Cal. Civ. Code §§ 3439.04(b)(1)(2); see also Kelleher v. Kelleher, 2014 WL 11117805, at *5 (N.D. Cal. Mar. 19, 2014)
(“The Ninth Circuit has recognized that a special relationship between the debtor and the
transferee is one of the more common circumstantial indicia of fraudulent intent.”) (citing
In re Acequia, Inc., 34 F.3d 800, 806 (9th Cir. 1994)). Wimbledon also alleges that, after
transferring it’s investment to SIP, SIP rapidly transferred these funds to third parties and
that Wimbledon was unaware of these transfers––i.e., the transfers were undisclosed and
SIP “removed or concealed assets.” Cal. Civ. Code §§ 3439.04(b)(3),(6). Likewise,
Wimbledon contends that SIP’s bank accounts were “depleted” after these transfers––i.e.,
the transfers were of “substantially all” of SIP’s assets. Cal. Civ. Code § 3439.04(b)(5).
And, Wimbledon alleges that SIP is now a defunct entity––i.e., SIP “became insolvent
shortly after the transfer was made.” Cal. Civ. Code § 3439.04(b)(9). Given these
allegations the Court finds that Wimbledon has more than sufficiently pled claims for
actual fraudulent transfer. “The presence of a single badge of fraud may spur mere
suspicion; the confluence of several can constitute conclusive evidence of actual intent to
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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
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Case No.

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November 19, 2015

Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

defraud, absent ‘significantly clear’ evidence of a legitimate supervening purpose.” In re
Acequia, Inc., 34 F.3d at 806 (citing Max Sugarman Funeral Home, Inc. v. A.D.B.
Investors, 926 F.2d 1248, 1254-55 (1st Cir. 1991)).
Nonetheless, defendants argue that plaintiff’s allegations are not pled with
sufficient particularity as required by Federal Rule of Civil Procedure 9(b). “Because a
claim for actual fraudulent transfer involves an allegation of fraud or mistake, it is subject
to Federal Rule of Civil Procedure 9(b).” Martinez v. CACH, LLC, 2011 WL 2560251,
at *4 (citing Vess v. Ciba–Geigy Corp. USA, 317 F.3d 1097, 1102–03 (9th Cir.2003)).
To satisfy the requirements of Rule 9(b), “allegations of fraud [must be] specific enough
to give defendants notice of the particular misconduct which is alleged to constitute the
fraud charged so that they can defend against the charge and not just deny that they have
done anything wrong.” Semegen v. Weidner, 780 F.2d 727, 731 (9th Cir. 1985).
Defendants argue that the allegation in the complaint are insufficient for them to properly
respond to Wimbledon’s claims. This argument gives short shrift to the numerous
specific allegations contained in the complaint.
The complaint alleges the specific time period in which the alleged fraudlent
transfers occurred. It identifies the recipients of those transfers, the total number of those
transfers, the total amounts of those transfers, and the bank accounts from which those
transfers were made. In addition, the complaint identifies which of the SIP Shareholders
was associated with each of the transferees and provides detailed allegations regarding
why Wimbledon believes these transfers were fraudulent. Specifically, Wimbledon
explains that the transfers were largely self-dealing transactions in direct contravention of
numerous provisions of the NPA. This more than sufficiently provides defendants with
the “who, what, where, when, and how of the misconduct charged.” See Vess v.
Ciba–Geigy Corp. USA, 317 F.3d 1097, 1106 (9th Cir.2003)).
Finally, defendants contend that the complaint fails to comply with the
requirements of Federal Rule of Civil Procedure 10(b). Pursuant to Rule 10(b), “[a] party
must state its claims or defenses in numbered paragraphs, each limited as far as
practicable to a single set of circumstances.” In brief, defendants contend that the
complaint is deficient because it does not separately set forth the circumstances
surrounding each of the purportedly fraudulent transfers in separate paragraphs or counts.
Dkt. 71, at 11; Dkt. 72, at 13. Defendants overstate the purpose of Rule 10(b). Rule
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UNITED STATES DISTRICT COURT
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Case No.

2:15-cv-06633-CAS-AJW

November 19, 2015

Title

THE WIMBLEDON FUND, SPC (CLASS TT) V. GRAYBOX, L.L.C.,
ET AL.

10(b) was designed as a “guideline to ensure that complaint are simple, concise, and
direct.” Philips v. Girdrich, 408 F.3d 124, 128 (2d. Cir. 2005). The rules’ “ultimate
goals are efficiency and fairness.” Rodriguez v. SGLC, Inc., 2010 WL 2943128, at *3
(S.D. Cal. Jul. 23, 2010). Thus, so long as “the absence of numbering or succinct
paragraphs does not interfere with one’s ability to understand the claims or otherwise
prejudice the adverse party, the pleading should be accepted.” Philips, 408 F.3d at 128.
As already stated, the claims in the complaint are supported with detailed factual
allegations sufficient to satisfy the particularity requirements of Rule 9(b). Accordingly,
the complaint is sufficiently pled for defendants to understand the claims and
meaningfully file a responsive pleading.1
V.

CONCLUSION
In accordance with the foregoing, defendants’ motions to dismiss are DENIED.
The hearing date of November 23, 2015 at 10:00 AM, is VACATED.

IT IS SO ORDERED
00
Initials of Preparer

:

00

CL

1

For these same reasons, defendants alternative request for a more definite
statement pursuant to Federal Rule of Civil Procedure 12(e) is also DENIED. “A motion
for a more definite statement is only appropriate where the allegations are sufficiently
unintelligible that a ‘defendant literally cannot frame a responsive pleading.’ ” Jones v
Ventura Cnty. Sheriff’s Deputies, 2013 WL 6018033, at *2 (C.D. Cal. Nov. 13, 2013)
(citing Bureerong v. Uvawas, 922 F.Supp. 1450, 1461 (C.D. Cal.1996))
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