AIG Specialty Insurance Company v. Phoenician LLC, et al

Filing 48

MEMORANDUM AND ORDER RE: MOTION TO DISMISS signed by Senior Judge William B. Shubb on 9/24/2014: IT IS ORDERED that 27 Everest Indemnity Insurance Company's Motion to Dismiss be, and the same hereby is, GRANTED. Plaintiff has twenty days from the date this Order is signed to file an amended complaint, if it can do so consistent with this Order. (Kirksey Smith, K)

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1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 EASTERN DISTRICT OF CALIFORNIA 10 ----oo0oo---- 11 12 13 14 AIG SPECIALTY INSURANCE COMPANY, f/k/a/ CHARTIS SPECIALTY INSURANCE COMPANY, f/k/a/ AMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE COMPANY 17 MEMORANDUM AND ORDER RE: MOTION TO DISMISS Plaintiff, 15 16 CIV. NO. 2:13-2578 WBS CKD v. PHOENICIAN LLC and EVEREST INDEMNITY INSURANCE COMPANY, 18 Defendants. 19 20 ----oo0oo---- 21 Plaintiff AIG Specialty Insurance Company brought this 22 23 action against defendants Phoenician LLC (“Phoenician”) and 24 Everest Indemnity Insurance Company (“Everest”). 25 before the court is Everest’s motion to dismiss plaintiff’s 26 complaint for failure to state a claim upon which relief can be 27 granted pursuant to Federal Rule of Civil Procedure Rule 28 12(b)(6). 1 Presently 1 I. Allegations of the First Amended Complaint 2 In 2001, Phoenician began developing a fifteen-unit 3 apartment complex in Roseville, California known as “The 4 Phoenician.” 5 apartments were later converted to condominiums. 6 Phoenician took out two insurance policies on the property, a 7 primary policy from Everest and an excess policy from plaintiff. 8 (Id. ¶ 7.) 9 retained limit per occurrence. 10 (First Am. Compl. ¶ 4 (Docket No. 11).) The (Id.) Plaintiff’s policy was subject to a $2 million (Id.) Severe rainfall damaged several of the property’s units 11 in October 2009. 12 Association (“Association”) tendered a claim to its insurer, 13 which denied coverage on the grounds that design and construction 14 defects caused the damage. 15 Phoenician, which tendered a claim to Everest under its primary 16 policy. 17 (Id.) 18 conducted an investigation of the Phoenician property. 19 14.) 20 to evaluate these issues, it conducted destructive testing on the 21 property between 2010 and 2012. 22 during this time, the Association informed Phoenician and Everest 23 about the destructive testing, but they declined to participate. 24 (Id.) 25 (Id.) (Id. ¶ 13.) The Phoenician Homeowner (Id.) The Association contacted Everest retained counsel to represent the matter. Thereafter, the Association hired a consultant who (Id. at The consultant discovered further construction defects, and (Id.) Plaintiff contends that In September 2012, the Association provided notice to 26 Phoenician, pursuant to California’s “Right to Repair Act,” that 27 it planned to commence litigation regarding alleged construction 28 defects at The Phoenician. (Id. ¶ 15.) 2 Plaintiff contends that, 1 by failing to acknowledge the claim in writing within fourteen 2 days after receipt, both Phoenician and Everest waived 3 Phoenician’s right to avail itself of defenses and pre-litigation 4 remedies available under the Act. 5 resolve the issues, on October 10, 2012, the Association filed a 6 lawsuit against Phoenician in Placer County Superior Court. 7 ¶ 17.) 8 January 2014. (Id. ¶ 16.) Having failed to (Id. Arbitration of the Association’s claims was set for (Id. ¶ 26.) 9 Plaintiff alleges that neither Phoenician nor Everest 10 advised it of the destructive testing, the Association’s “Right 11 to Repair” notice, or the underlying lawsuit the Association 12 brought against Phoenician. 13 alleges that it did not become aware of the underlying lawsuit 14 between the Association and Phoenician until late 2012, through a 15 communication from the Association’s counsel. 16 Plaintiff contacted Everest and Klinedinst for Phoenician’s 17 contact information and was allegedly misinformed by Everest that 18 Phoenician was defunct. 19 investigation of the Secretary of State’s corporation database 20 corroborated this information. 21 later learned in October 2013 that Phoenician was not defunct and 22 had been in contact with Everest, Klinedinst, and the Association 23 during the period leading up to the lawsuit. 24 Plaintiff now alleges that by the time of this discovery, it was 25 unable to participate meaningfully in the arbitration process. 26 (Id. ¶¶ 25-26, 46.) 27 counsel’s motion to continue the proceedings. 28 (Id. ¶ 18.) (Id. ¶ 20.) Plaintiff further (Id. ¶ 19.) Plaintiff’s independent (Id. ¶ 21.) However, plaintiff (Id. ¶¶ 24-25.) The arbitrator nevertheless denied plaintiff (Id. ¶ 26.) As a result of its late discovery of Phoenician’s 3 1 status as an existing entity and the Association’s action against 2 Phoenician, plaintiff now contends that it lacked adequate time 3 to investigate and discover facts directly relevant to its 4 defense. 5 Phoenician’s status prevented it from contacting other parties 6 and insurers that might have contributed toward the settlement 7 amount. (Id. ¶ 25.) It also asserts its confusion over (Id. ¶ 46.) 8 Prior to the date set for arbitration, the Association 9 tendered a demand for settlement to Phoenician’s counsel, who in 10 turn forwarded the correspondence to plaintiff and Everest. 11 ¶ 27.) 12 proposed a full settlement involving all three parties. 13 28.) 14 approximately $1.8 million--in addition to a payment of $200,000 15 by Phoenician, which would ostensibly trigger plaintiff’s excess 16 coverage. 17 proposing that Phoenician would sign a release from liability 18 with Everest in exchange for Everest’s $1.8 million payment. 19 (Id. ¶ 29.) 20 The Association gave the parties two options. (Id. “Option A” (Id. ¶ Everest would pay the remaining limits of its policy-- (Id. ¶ 28.) “Option B” was a partial settlement, Plaintiff contends both of these options disregarded 21 its available defenses and erroneously presumed that the $2 22 million combined disbursements from Phoenician and Everest would 23 trigger its excess policy. 24 participate in the proposed settlement on the basis that most of 25 the defects fell outside the scope of the coverage of its issued 26 policy; that, in the alternative, the defects were overvalued by 27 the Association and actually fell below the policy’s retained 28 limit; and that the defects belonged to multiple occurrences such (Id. ¶ 30.) 4 It declined to 1 that no single “occurrence” exceeded the $2 million retained 2 limit. (Id. ¶¶ 32-36.) 3 On December 12, 2013, plaintiff filed its Complaint for 4 declaratory relief, seeking a declaration that it had no duty to 5 defend or indemnify Phoenician in connection with certain claims 6 brought by the Association and that the partial settlement 7 executed by Everest did not reduce or exhaust the retained limit 8 of its excess insurance policy. 9 (Compl. (Docket No. 1).) Despite plaintiff’s protests, Everest and Phoenician 10 moved forward with “Option B” and entered into two separate 11 partial settlements with the Association for $1,776,368.87 and 12 $230,000, respectively. 13 nevertheless agreed to assume Phoenician’s defense subject to a 14 reservation of rights to seek reimbursement. 15 Phoenician, and the Association reached a conditional joint 16 resolution one week prior to the January arbitration date. 17 ¶ 42.) 18 II. (First Am. Compl. ¶¶ 38-39.) Plaintiff Plaintiff, (Id. Procedural Background 19 Plaintiff filed its First Amended Complaint (“FAC”) on 20 March 28, 2014, asserting claims for cost recovery against 21 Phoenician and Everest.1 22 Phoenician for having failed to appear or answer plaintiff’s 23 Complaint within the time allowed by law. 24 Default (Docket No. 21).) 25 reimbursement for sums it paid in the defense of Phoenician and 26 the January 2014 settlement with the Association. 27 1 28 Default judgment was entered against (Clerk’s Entry of Against Everest, plaintiff seeks Plaintiff Plaintiff’s FAC does not state legal theories for such recovery. 5 1 argues those sums were attributable to negligence and breach of 2 duty by Everest in the defense and settlement of the 3 Association’s underlying claim. 4 to dismiss plaintiff’s First Amended Complaint for failure to 5 state a claim upon which relief can be granted pursuant to Rule 6 12(b)(6). 7 III. Analysis (Id. ¶ 54.) Everest now moves (Def.’s Mot. to Dismiss (Docket No. 28).) 8 A. Legal Standard 9 On a motion to dismiss, the court must accept the 10 allegations in the complaint as true and draw all reasonable 11 inferences in favor of the plaintiff. 12 U.S. 232, 236 (1974), overruled on other grounds by Davis v. 13 Scherer, 468 U.S. 183 (1984); Cruz v. Beto, 405 U.S. 319, 322 14 (1972). 15 plead “only enough facts to state a claim to relief that is 16 plausible on its face.” 17 544, 570 (2007). 18 for more than a sheer possibility that a defendant has acted 19 unlawfully,” and “where a complaint pleads facts that are 20 “‘merely consistent with’ a defendant’s liability, it ‘stops 21 short of the line between possibility and plausibility.’” 22 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 550 23 U.S. at 556–57). 24 Scheuer v. Rhodes, 416 To survive a motion to dismiss, a plaintiff needs to Bell Atl. Corp. v. Twombly, 550 U.S. This “plausibility standard,” however, “asks When ruling on a motion to dismiss, a court may 25 generally not consider materials other than the facts alleged in 26 the plaintiff’s complaint. See Anderson v. Angelone, 86 F.3d 27 932, 934 (9th Cir. 1996). Both plaintiff and Everest attached 28 voluminous exhibits to their briefings. 6 (See Docket Nos. 34, 1 37.) 2 motion, the court intends only to rely on plaintiff’s FAC. Constrained by Rule 12(b)(6), in ruling on Everest’s 3 B. Plaintiff’s Theories for Recovery 4 1. Equitable Subrogation 5 “In the insurance context, [equitable subrogation] 6 permits the paying insurer to be placed in the shoes of the 7 insured and to pursue recovery from third parties responsible to 8 the insured for the loss for which the insurer was liable and 9 paid.” Fireman’s Funds Ins. Co. v. Maryland Casualty Co., 21 10 Cal. App. 4th 1586, 1596 (4th Dist. 1994). There are six 11 elements essential to an equitable subrogation claim: 12 13 14 15 16 17 18 19 20 21 22 23 (1) the insured has suffered a loss for which the party to be charged is liable, either because the latter is a wrongdoer whose act or omission caused the loss or because he is legally responsible to the insured for the loss caused by the wrongdoer; (2) the insurer, in whole or in part, has compensated the insured for the same loss for which the party to be charged is liable; (3) the insured has an existing, assignable cause of action against the party to be charged, which action the insured could have asserted for his own benefit had he not been compensated for his loss by the insurer; (4) the insurer has suffered damages caused by the act or omission upon which the liability of the party to be charged depends; (5) justice requires that the loss should be entirely shifted from the insurer to the party to be charged . . . ; and (6) the insurer’s damages are in a stated sum, usually the amount it has paid to its insured, assuming the payment was not voluntary and was reasonable. 24 25 26 27 28 Id. (quoting Troost v. Estate of DeBoer, 155 Cal. App. 3d 289, 294 (4th Dist. 1984)). As it presently stands, plaintiff’s FAC does not plausibly support the inference that Phoenician has an existing 7 1 assignable cause of action against Everest, the third element of 2 an equitable subrogation claim. According to the FAC, the 3 Association delivered written notice to Phoenician of its intent 4 to commence litigation under California’s “Right to Repair” Act. 5 (First Am. Compl. ¶ 16.) 6 Phoenician nor Everest acknowledged notice of the Association’s 7 filing within fourteen days after receipt and “[a]s a result, 8 Phoenician and Everest--without notifying or consulting AIG 9 Specialty--waived Phoenician’s right to avail itself of defenses 10 11 Plaintiff alleges that neither and remedies to which it was entitled under the Act.” (Id.) California’s Right to Repair Act requires that 12 homeowners serve notice on building owners before commencing 13 litigation. 14 the opportunity to receive notice and cure a defect in order to 15 resolve the matter in a nonadversarial manner. 16 Grp., Inc. v. Superior Court, 224 Cal. App. 4th 1330, 1350 (4th 17 Dist. 2014). 18 could have waived Phoenician’s ability to proceed under the Act. 19 According to plaintiff, Phoenician failed to respond to the 20 Homeowner’s notice and waived its own right. 21 fail to give rise to a discernible cause of action by Phoenician 22 against Everest. See Cal. Civ. Code § 910. The Act gives builders See McCaffrey It is unclear how Everest, Phoenician’s insurer, These facts thus 23 Additionally, plaintiff alleges Everest made no serious 24 attempt to contact Phoenician or to secure the cooperation of the 25 company’s managing member or agent. 26 also states that “Phoenician took no active role at all in the 27 defense of the Association’s claims” and “did little or nothing 28 to monitor, direct, or participate in the defense that was being 8 (Id. ¶ 18.) But plaintiff 1 provided by Everest; and it provided no meaningful assistance to 2 Klinedinst, or to other defense counsel Everest appointed.” 3 (Id.) 4 it is not apparent it would have an “existing, assignable cause 5 of action” against Everest for failing to involve it. 6 Fireman’s Funds Ins., 21 Cal. App. 4th at 1596. 7 If Phoenician made it itself unavailable to Everest, then See Plaintiff’s FAC fails to allege a plausible assignable 8 cause of action between Phoenician and Everest. 9 plaintiff has failed to sufficiently plead a claim for equitable 10 subrogation. 11 12 Therefore, See Twombly, 550 U.S. at 570. 2. Duty of Good Faith and Fair Dealing Because of an insurer’s contractual relationship with 13 the insured, the insurer owes the insured an implied duty of good 14 faith and fair dealing that is part of any contract. 15 Commercial Union Assurance Cos. v. Safeway Stores, Inc., 164 Cal. 16 Rptr 709, 711 (1980). 17 such relationship. 18 Spink Corp., 94 Cal. App. 3d 124 (3d. Dist. 1979), a California 19 Court of Appeal recognized a duty of good faith and fair dealing 20 between primary and excess insurers untethered to any contractual 21 relationship. 22 overruled less than a year later by the California Supreme Court, 23 which held an excess insurer’s cause of action against a primary 24 insurer for refusal to settle is limited to a claim for equitable 25 subrogation. 26 94 Cal. App. 3d at 131. 27 a contract with each other, and thus the covenant of good and 28 fair dealing does not apply to their dispute. See An excess and primary insurer share no See id. at 1041. Id. at 131. In Transit Casualty Co. v. Spink, however, was effectively See Commercial Union, 164 Cal. Rptr. at 712; Spink, Everest and plaintiff did not enter into 9 See Commercial 1 Union, 164 Cal. Rptr. at 712. 2 3. Collusive Settlement 3 Plaintiff’s claim against Everest based on a theory of 4 “collusive settlement” is essentially an extension of its direct- 5 duty theory. 6 theory in reliance on Kaiser Foundation Hospitals v. North Star 7 Reinsurance Corp., 90 Cal. App. 3d 786, (2d Dist. 1979). 8 Kaiser, the insured colluded with its primary insurer by 9 assigning dates of loss on malpractice claims to the wrong policy Plaintiff advances its “collusive settlement” In 10 years in an attempt to trigger the excess insurer’s coverage. 11 Id. at 789. 12 mercy of the insured and primary carrier.” 13 California Court of Appeal noted that both Kaiser and the primary 14 insurer owed a duty of good faith and fair dealing to the excess 15 insurer. 16 This strategy placed the excess insurer “at the Id. at 792. The Id. at 792. However, the court in Kaiser went on to qualify this 17 conclusion, noting that “while we have held that the parties’ 18 relationships are governed by the implied covenant of good faith 19 and fair dealing rather than by unilateral fiats of [the insured 20 and the primary insurer], we make no attempt to define precisely 21 what rights and duties that entails in a case such as this.” 22 at 794. 23 primary and excess insurer was also later dismissed as dictum by 24 the Court of Appeal in Fireman’s Fund, because the only parties 25 to the appeal in Kaiser were the insured and the excess insurer. 26 Fireman’s Fund, 21 Cal. App. 4th at 1602. 27 regarding duties mutually owed between insurers was unnecessary 28 to the ruling. Id. The Kaiser court’s recognition of a duty between the See id. 10 The opinion’s language 1 Kaiser thus does not assist plaintiff any more than 2 Spink. Any recognition by the Kaiser court of an extra- 3 contractual duty between the primary and excess insurers was 4 dictum later called into question by Commerical Union and 5 Fireman’s. 6 Fireman’s Fund, 21 Cal. App. 4th at 1602. See Commercial Union, 164 Cal. Rptr. at 712; 7 4. Negligent Undertaking 8 9 As a general rule, one has no duty to aid another. See Williams v. California, 192 Cal. Rptr. 233, 235 (1983). Under 10 certain circumstances, one has liability to third persons for 11 physical harm caused when one negligently performs an undertaking 12 to another. 13 has adopted the negligent undertaking or “Good Samaritan” rule 14 from the Restatement (Second). 15 Rptr. 479, 483 (1998). 16 no initial duty to do so, undertakes to come to the aid of 17 another . . . has a duty to exercise care in performance and is 18 liable if (a) his failure to exercise care increases the risk of 19 such harm, or (b) the harm is suffered because of the other’s 20 reliance upon the undertaking.” 21 Rptr. at 235-36) (internal quotation marks omitted). 22 Restatement (Second) of Torts § 324A. California Artiglio v. Corning Inc., 76 Cal. “[I]t is settled law that one who, having Id. (quoting Williams, 192 Cal. Recovery on a negligent undertaking theory “requires 23 proof of each of the well-known elements of any negligence cause 24 of action, viz., duty, breach of duty, proximate cause, and 25 damages.” 26 assumption of an undertaking provides a basis for finding that a 27 duty to perform existed between the actor and third party. 28 A negligence claim on this theory requires a showing that Artiglio, 76 Cal. Rptr. at 479. 11 The actor’s actual Id. 1 2 3 4 5 6 7 8 (1) the actor undertook, gratuitously or for consideration, to render services to another; (2) the services rendered were of a kind the actor should have recognized as necessary for the protection of third persons; (3) the actor failed to exercise reasonable care in the performance of the undertaking; (4) the actor’s failure to exercise reasonable care resulted in physical harm to the third persons; and (5) either (a) the actor’s carelessness increased the risk of such harm, or (b) the actor undertook to perform a duty that the other owed to the third persons, or (c) the harm was suffered because either the other or the third persons relied on the actor’s undertaking. 9 10 11 12 13 14 15 Paz v. California, 93 Cal. Rptr. 2d 703, 709 (2000). actor’s alleged actions, if proven, would constitute an undertaking is generally a question of law. Rptr. 2d at 484. 18 19 20 21 22 23 24 25 26 27 Artiglio, 76 Cal. However, in some cases there may be factual questions depending on the nature and extent of the act undertaken. 16 17 Whether an Id. Plaintiff’s FAC does not plausibly support an inference that Everest specifically undertook performance of a service to it that Everest should have recognized was necessary for plaintiff’s protection. Plaintiff alleges Everest incorrectly advised it that Phoenician was defunct and that its last known point of contact was through an individual named Larry John. (First Am. Compl. ¶ 20.) Merely “advising” Phoenician, whether or not Everest was aware the information was incorrect, did not amount to an undertaking of a service for the protection of plaintiff. Everest never “held itself out as undertaking an obligation” to ensure the information it provided was accurate. See Rappenecker v. United States, 509 F. Supp. 1018, 1021 (N.D. 28 12 1 Cal. 1981) (concluding the government never held itself out to 2 give warnings as part of its long-range radio navigations service 3 in such a way as to constitute an undertaking). 4 Everest’s actions did not constitute an undertaking sufficiently 5 within the meaning of section 324A. 6 615. 7 To that end, See Artiglio, 18 Cal. 4th at Additionally, only a minority of courts have extended 8 the negligent undertaking basis for tort liability to disputes 9 involving only economic harm, and California does not appear to 10 be one of them. See Felton v. Schaeffer, 229 Cal. App. 3d 229, 11 238 (4th Dist. 1991) (concluding that because plaintiff’s claim 12 did not involve physical damage it was outside the ambit of 13 negligent undertaking). 14 jurisdictions have read the references to ‘physical harm’ in § 15 323 and § 324A of the Restatement as affirmatively precluding 16 recovery for economic losses in such cases,” while a smaller 17 number of courts have held that pure economic losses are 18 recoverable in such cases. 19 F.3d 98, 104-05 (1st Cir. 2013); see also Love v. United States, 20 915 F.2d 1242, 1248 (9th Cir. 1989) (interpreting Montana tort 21 law but noting that “‘good samaritan’ cases have typically arisen 22 where the negligently performed service is related to safety” and 23 emphasizing that under the Restatement the tortfeasor is subject 24 to the other for physical harm resulting from his failure to 25 exercise reasonable care); Shaner v. United States, 976 F.2d 990, 26 994 (6th Cir. 1992) (“Recovery under the Good Samaritan Doctrine “Courts in a large number of Shaefer v. Indymac Mortg. Servs., 731 27 28 13 1 is limited to physical harm.”).2 2 Plaintiff fails to allege that Everest undertook a 3 service for its protection. 4 allegations, plaintiff would not have a claim for pure economic 5 harm under California law. Therefore, plaintiff’s claim based on 6 a theory of negligent undertaking must fail. 7 5. Negligent Misrepresentation 8 9 Even if the FAC contained such To state a claim for negligent misrepresentation, a plaintiff must allege: (1) a misrepresentation of a past or 10 existing material fact; (2) without reasonable ground for 11 believing it to be true; (3) intent to induce reliance; (4) 12 justifiable reliance; and (5) resulting damage. 13 Inc. v. Roe, 273 F.3d 1192, 1201 n.2 (9th Cir. 2001); Apollo Glenn K. Jackson 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 Neither of the cases plaintiff cites in its Opposition in support of extending section 324A to economic harm are helpful, as they both involved personal injury. (See Pl.’s Opp’n at 32 n.23) FNS Mortgage Service Corp. v. Pacific General Group, Inc., 24 Cal. App. 4th 1564 (3d Dist. 1994), involved physical harm to consumers due to defective pipes and Hanberry v. Hearts Corp., 276 Cal. App. 2d 680 (4th Dist 1969), was a slip-and-fall case. In Cooper v. State Farm, 177 Cal. App. 4th 876 (4th Dist. 2009), a case involving economic harm, the Court of Appeal suggested the plaintiff could proceed on either a contract or negligent undertaking theory against a defendant insurer that destroyed evidence despite an express promise to retain it. However, Cooper was not a straightforward application of section 324A. The duty the Court of Appeal identified arose from the defendant’s express promise to the plaintiff to preserve evidence and the plaintiff’s reliance thereon. Id. at 884. Additionally, in its Surreply, plaintiff cites J’Aire Corp v. Gregory, 157 Cal. Rptr. 407, 410 (1979) for the proposition that economic harm standing alone is recoverable where the parties share a special relationship. (See Pl.’s Surreply at 11:15 n.11.) This authority is inapposite, because plaintiff’s FAC fails to support a plausible inference that Everest and plaintiff shared a special relationship. 14 1 Capital Fund, LLC v. Roth Capital Partners, LLC, 158 Cal. App. 2 4th 226, 243 (2d Dist. 2007). 3 Plaintiff alleges Everest represented that Phoenician 4 was defunct and that its last known point of contact was through 5 Larry John who no longer associated with the company. 6 Compl. ¶ 20.) 7 plausible inference that the person plaintiff spoke to at Everest 8 lacked a reasonable ground for believing this information to be 9 true or intended to induce plaintiff’s reliance--the second and (First Am. These allegations are insufficient to support a 10 third elements of a claim for negligent misrepresentation. Facts 11 that are “merely consistent” with a defendant’s liability are 12 insufficient to allege a plausible claim for relief. 13 556 U.S. at 678 (2009).3 14 15 See Iqbal, IT IS THEREFORE ORDERED that Everest’s motion to dismiss be, and the same hereby is, GRANTED. 16 Plaintiff has twenty days from the date this Order is 17 signed to file an amended complaint, if it can do so consistent 18 with this Order. 19 Dated: September 24, 2014 20 21 22 23 24 25 26 27 28 3 In its Opposition, plaintiff raises new allegations in support of this claim. (See Pl.’s Opp’n at 5:23-6:8, 7:5-10.) The court will not consider those new allegations as they were absent from the FAC. See Anderson, 86 F.3d at 934. 15

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