Martifer-Silverado Fund I, LLC v. Zhongli Science and Technology Group Co., Ltd.

facts sufficient to make a reasonably prudent person suspicious of fraud, thus

putting him on inquiry.” Cleveland v. Internet Specialties W., Inc., 171 Cal. App.

4th 24, 31 (Cal. Ct. App. 2009) (internal quotation marks omitted).

The undisputed evidence includes a series of events and conversations that

would put a reasonably prudent entity in MS Fund’s position on notice regarding

issues with Ma’s authority. Although MS Fund argues that Christian

Wiedemann’s email sent on December 21, 2012, was dubious and equivocal, that

email stated that according to Talesun’s chairman, “Eric [Ma] ‘did not have the

authority’ to pursue the Silverado transaction.” MS Fund argues that subsequent

3 events, such as the formation of the December 31 Standstill Agreement, vitiated

any potential notice that the Wiedemann email may have established. But MS

Fund received no further payments from Defendants or Talesun USA after the

Wiedemann email, and by January 10, 2013, MS Fund was aware that Talesun

USA had breached both the initial agreement and the Standstill Agreement.

Against this landscape of continuous breaches, there is no basis for the proposition

that later events vitiated the…