Boyle

Appellant Berg & Berg Enterprises, LLC, the largest creditor of the failed Pluris, Inc., challenges the trial court’s sustaining, without leave to amend, respondents’ demurrers to Berg’s third amended complaint. Respondents were individual members of Pluris’s board of directors. After they challenged Berg’s prior pleadings by successful demurrers and an anti-SLAPP (strategic lawsuit against public participation) motion, Berg’s operative pleading alleged a single cause of action for breach of fiduciary duty. Pluris had experienced financial difficulties and had as a result entered into an assignment for the benefit of creditors under Code of Civil Procedure sections 493.010 and 1802. The thrust of Berg’s claim, as finally pleaded, was that the individual directors owed a fiduciary duty to Berg and other Pluris creditors on whose behalf Berg is purportedly proceeding. The duty allegedly arose when Pluris either became insolvent or entered into the “zone of insolvency” at some point before the assignment. The directors allegedly breached that duty by electing to make the assignment, thereby extinguishing Berg’s plan to use the corporation’s alleged $50 million of net…