Windmill Health Products, Inc. v. Sensa Products (Assignment for the Benefit of Creditors), LLC

Filing 32

ORDER DENYING DEFENDANT'S MOTION TO STRIKE AND MOTION FOR MORE DEFINITE STATEMENT; VACATING HEARING. Signed by Judge Maxine M. Chesney on June 5, 2015. (mmclc1, COURT STAFF) (Filed on 6/5/2015)

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IN THE UNITED STATES DISTRICT COURT

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FOR THE NORTHERN DISTRICT OF CALIFORNIA

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For the Northern District of California

United States District Court

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WINDMILL HEALTH PRODUCTS, LLC,,
Plaintiff,

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ORDER DENYING DEFENDANT’S
MOTION TO STRIKE AND MOTION FOR
MORE DEFINITE STATEMENT;
VACATING HEARING

v.

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No. C-15-0574 MMC

SENSA PRODUCTS (ASSIGNMENT FOR
THE BENEFIT OF CREDITORS), LLC

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Defendant.

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/

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Before the Court is defendant Sensa Products (Assignment for the Benefit of

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Creditors), LLC’s (“the Assignee”) “Motion to Strike and Motion for a More Definite

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Statement,” filed March 18, 2015. Plaintiff Windmill Health Products, LLC (“Windmill”), has

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filed opposition, to which the Assignee has replied.1 Having read and considered the

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papers filed in support of and in opposition to the motion, the Court deems the matter

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suitable for decision on the parties’ respective written submissions, VACATES the hearing

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scheduled for June 12, 2015, and rules as follows.

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//

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The chambers copy of the Assignee’s reply was submitted in double-sided format.
For future reference, the Assignee is directed to submit in single-sided format all chambers
copies of documents filed in the future. See Civil L.R. 3-4 (setting forth requirements for
“papers presented for filing”); Civil L.R. 3-4(c)(2) (providing “text must appear on one side
only”).

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A. Motion to Strike

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Windmill alleges that, under the terms of a settlement agreement between Windmill

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and Sensa Products, LLC (“Sensa”), Sensa made the first and second, but not the third, of

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twelve required installment payments. (See Compl. ¶¶ 8-11). Windmill also alleges that,

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after Sensa failed to make the third payment, it “made a general assignment for the benefit

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of creditors under California state law . . . to the Assignee” (see Compl. ¶ 12), and that the

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Assignee subsequently demanded that Windmill return the first two payments (“the

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Payments”) under the theory that said payments “were a preference pursuant to Section

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1800(b) of the California Code of Civil Procedure” (see Compl. ¶ 13). Windmill further

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alleges it disputes that § 1800(b) applies to the Payments (see Compl. ¶ 14), and seeks a

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declaration that it is “not obligated to return the Payments to Sensa” (see Compl. ¶ 16).

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By the instant motion, the Assignee seeks an order striking from the complaint the

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allegation that Sensa did not make the third payment owed under the terms of the

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settlement agreement (see Compl. ¶ 14), on the asserted ground that said allegation is

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“impertinent,” i.e., an allegation that “[does] not pertain, and [is] not necessary, to the

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issues in question.” See Fantasy, Inc. v Fogerty, 984 F.2d 1524, 1527 (9th Cir. 1993),

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rev’d on other grounds, 510 U.S. 517 (1994).

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“[A]llegations supplying background or historical material or other matter of an

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evidentiary nature will not be stricken unless unduly prejudicial to defendant.” LeDuc v.

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Kentucky Central Life Ins. Co., 814 F. Supp. 820, 830 (N.D. Cal. 1992). Here, although

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Windmill does not seek relief based on the alleged non-payment of the third installment

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payment, the challenged allegation, as Windmill correctly observes, constitutes background

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material. Further, the Assignee fails to show, let alone argue, the Assignee would be

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prejudiced by the inclusion of such statement in the complaint. Rather, it argues the

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challenged statement “is prejudicial because it paints Sensa . . . as a defaulting creditor

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[sic].” (See Def.’s Reply at 11-12.) Assuming, arguendo, prejudice to Sensa rather than

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the Assignee constitutes cognizable support for a motion to strike, the Assignee’s argument

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here is unpersuasive, as the Assignee’s demand for a return of the Payments necessarily
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acknowledges Sensa’s inability to pay its debts. See Cal. Code Civ. Proc.

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§ 1800(b) (providing assignee “may recover any transfer of property of the assignor . . .

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[m]ade while the assignor was insolvent”); Cal. Code Civ. Proc. § 1800(a)(1) (defining

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“insolvent” as “financial condition such that the sum of the person’s debts is greater than all

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of the person’s property, at a fair valuation”).

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According, the motion to strike will be denied.
B. Motion for a More Definite Statement
A party is entitled to a “more definite statement of a pleading” where the pleading “is
so vague or ambiguous that the party cannot reasonably prepare a response.” See Fed. R.
Civ. P. 12(e).

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Here, the prayer for relief seeks judgment in the form of a “declaration that Windmill

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is not obligated to return the Payments to Sensa.” (See Compl., Prayer for Relief, at 2:27-

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3:2.) The Assignee argues it is entitled to a more definite statement, for the asserted

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reason that “Windmill’s claim does not tailor the scope of relief to any particular legal

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theories, or statutes, or agreement.” (See Def.’s Mot. at 2:13-14.) The Court disagrees.

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The text of the complaint sets forth the nature of the instant controversy, specifically,

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a “dispute[ ]” as to whether “Section 1800(b) of the California Code of Civil Procedure

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applies to the Payments.” (See Compl. ¶ 14.) Reading the prayer in context, the Court

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construes the complaint as seeking judgment in the form of a declaration that Windmill is

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not obligated to return the Payments to the Assignee under § 1800(b).

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Accordingly, the motion for a more definite statement will be denied.
CONCLUSION

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For the reasons stated above, the Assignee’s “Motion to Strike and Motion for a
More Definite Statement” is hereby DENIED.
IT IS SO ORDERED.

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Dated: June 5, 2015
MAXINE M. CHESNEY
United States District Judge

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