Heller v. Adobe Systems, Inc.
Filing
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ORDER DENYING MOTION TO FILE FIRST AMENDED COMPLAINT; DISMISSING CASE. Re: Dkt. No. 29 . Signed by Judge Nathanael Cousins. (lmh, COURT STAFF) (Filed on 5/25/2016)
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UNITED STATES DISTRICT COURT
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NORTHERN DISTRICT OF CALIFORNIA
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DAVID HELLER,
Plaintiff,
United States District Court
Northern District of California
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v.
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ADOBE SYSTEMS, INC.,
Defendant.
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Case No. 15-cv-04658 NC
ORDER DENYING MOTION TO
FILE FIRST AMENDED
COMPLAINT; DISMISSING CASE
Re: Dkt. No. 29
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Plaintiff David Heller moves to file a first amended complaint after this Court
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granted defendant Adobe Systems’ motion to dismiss the original complaint with leave to
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amend. Adobe opposes the motion, arguing that the proposed first amended complaint
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suffers from the same deficiencies as the original complaint.
In his first amended complaint, Heller alleges that he provided valuable information
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to Adobe about alleged copyright infringers, in exchange for Adobe’s promise to
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compensate him. When Adobe failed to compensate Heller, Heller brought this lawsuit on
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the basis of breach of contract, quantum meruit, and misrepresentation.
The Court agrees with Adobe that Heller’s allegations of an agreement, promise, or
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representation that Adobe would compensate Heller for his work and information are
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vague and do not state a plausible claim for relief. Thus, the Court DENIES Heller’s
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motion to amend the complaint.
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/
Case No. 15-cv-04658 NC
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I.
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LEGAL STANDARD
Generally, a Court must grant leave to amend freely. Fed. R. Civ. P. 15(a).
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However, the Ninth Circuit has set out four factors for the Court to consider when granting
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leave to amend: (1) undue delay; (2) bad faith; (3) prejudice to the opponent; and/or (4)
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futility of the proposed amendment. Loehr v. Ventura County Community College
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District, 743 F.2d 1310, 1319 (9th Cir. 1984) (citing Foman v. Davis, 371 U.S. 178, 182
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(1962)). Denial of a motion to amend a complaint is proper only when the amendment
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would be clearly frivolous or unduly prejudicial, would cause undue delay, or if a finding
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of bad faith is made. United Union of Roofers, Waterproofers, and Allied Trades No. 40 v.
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Insurance Corp. of America, 919 F.2d 1398, 1402 (9th Cir.1990).
United States District Court
Northern District of California
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In Lockheed Martin Corp. v. Network Solutions, Inc., the Ninth Circuit determined
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that the district court properly denied leave to amend because the plaintiff’s “legal basis for
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a cause of action is tenuous, [so] futility supports the refusal to grant leave to amend.” 194
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F.3d 980, 986 (9th Cir. 1999)(citing Morongo Band of Mission Indians v. Rose, 893 F.2d
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1074, 1079 (9th Cir. 1990)). In addition, a Court may also consider whether the plaintiff
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has previously amended his complaint. DCD Programs, Ltd. v. Leighton, 833 F.2d 183,
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186 n.3 (9th Cir.1987). “Where a court has already provided the plaintiff one or more
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opportunities to amend her complaint, its discretion over further amendments is
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particularly broad.” Dauth v. Convenience Retailers, LLC, 13-cv-047 MEJ, 2013 WL
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4225587, at *2 (N.D. Cal. July 31, 2013).
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II.
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DISCUSSION
In the Court’s prior order dismissing Heller’s complaint, the Court set forth the
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legal basis for each of Heller’s claims and identified the deficiencies in Heller’s
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allegations. The proposed first amended complaint is nearly identical to the original
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complaint, except that it specifies that Adobe allegedly promised Heller physical
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protection from the copyright infringers, a house, money for day-to-day expenses, and a
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job. The Court addresses each cause of action in turn.
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Case No. 15-cv-04658 NC
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A.
Breach of Contract
Under California law, a breach of contract claim requires plaintiff to prove “the
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existence of contract, plaintiff’s performance of that contract or excuse for failure to
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perform, defendant’s breach, and damage to plaintiff resulting therefrom.” McKell v.
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Washington Mut., Inc., 142 Cal. App. 4th 1457, 1489 (2006) (citing 4 Witkin, Cal.
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Procedure (4th ed. 1997) Pleading, § 476 at 570).
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Adobe argues that Heller has not alleged that a contract exists because there is no
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written document, and Heller alleges that Adobe promised to pay him orally, but did not
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specify what amount. “Contract formation requires mutual consent, which cannot exist
unless the parties agree upon the same thing in the same sense.” Bustamante v. Intuit, Inc.,
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United States District Court
Northern District of California
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141 Cal. App. 4th 199, 208 (2006); Mulato v. Wells Fargo Bank, N.A., 76 F. Supp. 3d 929,
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951 (N.D. Cal. 2014). “To be enforceable, a promise must be definite enough that a court
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can determine the scope of the duty[,] and the limits of performance must be sufficiently
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defined to provide a rational basis for the assessment of damages.” Bustamante, 141 Cal.
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App. 4th at 209; Facebook, Inc. v. Pac. Nw. Software, Inc., 640 F.3d 1034, 1038 (9th Cir.
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2011).
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The Court previously found that “the complaint does not set forth when Heller was
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supposed to release this information, to whom, and when Adobe should have paid him, or
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how much.” Dkt. No. 27 at 4. Heller’s new allegations that Adobe promised him
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protection, a house, money, and a job are still too vague for a Court to determine the scope
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of the duty Adobe owed to Heller. Heller has twice attempted to articulate the exact
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bargain he struck with Adobe and twice failed to identify any specific terms of a contract
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between the parties. Thus, the Court concludes that amendment would be futile, as Heller
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cannot allege with specificity the scope of the contractual duty he claims.
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B.
Quantum Meruit
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A claim for quantum meruit requires “(1) that the plaintiff performed certain
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services for the defendant, (2) their reasonable value, (3) that they were rendered at
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defendant’s request, and (4) that they are unpaid.” Cedars Sinai Medical Center v. MidCase No. 15-cv-04658 NC
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West National Life Insurance Co., 118 F. Supp. 2d 1002, 1013 (C.D. Cal. 2000). Damages
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are determined by the “reasonable value of beneficial services.” Maglica v. Maglica, 66
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Cal. App. 4th 442, 450 (1998).
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The Court previously dismissed this claim because “Heller’s explanation of what
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services he performed and their reasonable value are conclusory and vague in the
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complaint.” Dkt. No. 27 at 5. The first amended complaint provides no further detail as to
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which services Heller performed for Adobe or their reasonable value. Heller’s allegations
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are vague assertions that Adobe asked him to do some further work, although it is unclear
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what, and that Heller spent “dozens of hours on investigations.” FAC ¶ 18. The complaint
fails to allege whether Heller’s additional investigation was rendered at defendant’s
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United States District Court
Northern District of California
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request. The Court finds that amendment would be futile, as Heller cannot allege with
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specificity the value of the services he rendered and that such services were rendered at
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Adobe’s request.
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C.
Intentional and Negligent Misrepresentation
To plead fraud or mistake under Rule 9(b), “a party must state with particularity the
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circumstances constituting fraud or mistake.” Fed. R. Civ. P. 9(b). Under California law,
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the “indispensable elements of a fraud claim include a false representation, knowledge of
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its falsity, intent to defraud, justifiable reliance, and damages.” Vess v. Ciba-Geigy Corp.
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USA, 317 F.3d 1097, 1105 (9th Cir. 2003). “The complaint must specify such facts as the
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times, dates, places, benefits received, and other details of the alleged fraudulent activity.”
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Neubronner v. Milken, 6 F.3d 666, 672 (9th Cir. 1993)(citations omitted).
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Under California law, to state a claim for negligent misrepresentation, the plaintiff
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must allege: (1) a misrepresentation of a past or existing material fact; (2) without
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reasonable ground for believing it to be true; (3) with intent to induce another’s reliance on
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the misrepresentation; (4) ignorance of the truth and justifiable reliance on the
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misrepresentation by the party to whom it was directed; and (5) resulting damage.
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Hosseini v. Wells Fargo Bank, N.A., No. 13-cv-02066 DMR, 2013 WL 4279632, at *7
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(N.D. Cal. Aug. 9, 2013). In addition, Heller must allege the existence of a duty of care
Case No. 15-cv-04658 NC
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owed to him by Adobe. Ditto v. McCurdy, 510 F.3d 1070, 1078 (9th Cir. 2007) (finding
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that negligent misrepresentation requires the same elements as negligence, including a duty
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of care).
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In the Court’s prior order, the Court found that Heller did not allege a duty of care,
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a misrepresentation of material fact, Adobe’s knowledge that the representation was false,
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or specific damages. The Court finds that the first amended complaint suffers from the
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same deficiencies.
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III. CONCLUSION
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The Court finds that Heller’s proposed first amended complaint fails to fix the
deficiencies identified by the Court in the original complaint. In addition, because Heller
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United States District Court
Northern District of California
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has now twice been unable to allege sufficient facts, and these facts should be in Heller’s
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possession as they are based on his personal experience, the Court concludes that further
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amendment of the complaint would be futile. The Court DENIES Heller’s motion to
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amend the complaint and DISMISSES the case.
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IT IS SO ORDERED.
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Dated: May 25, 2016
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_____________________________________
NATHANAEL M. COUSINS
United States Magistrate Judge
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Case No. 15-cv-04658 NC
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