Vivera Pharmaceuticals v. GD Laboratory Consulting CA4/3

FACTS

I.

PRELITIGATION EVENTS

In April 2021, the parties in this matter—Vivera Pharmaceuticals, Inc., GD Laboratory Consulting, LLC, and others—formed a joint business venture named Focal Point Laboratories, LLC, to operate a business that provided testing for COVID-19. The business did not operate beyond June 2021, and, on June 22, 2021, Vivera’s chief executive officer, Paul Edalat, withdrew $600,000 from Focal Point’s bank account.

II.

THE UNDERLYING LITIGATION

The next day, June 23, 2021, Vivera initiated the underlying litigation by filing a complaint against Focal Point and others, alleging a single cause of action for accounting. The next day, Focal Point filed its own complaint against Vivera and others, and the two lawsuits were ultimately consolidated. For purposes of this appeal, Vivera and Edalat ultimately filed

2 an operative second amended complaint that alleged six causes of action. Of those, Vivera was the plaintiff for two: an accounting cause of action and a fraudulent concealment cause of action—Edalat alone asserted the other four. In July 2021, the trial court issued an order on the parties’ stipulation to appoint a receiver to take possession of Focal…