Esg Capital Partners v. Venable LLP
Opinion
Opinion
Pregerson, J.
INTRODUCTION
In this case we are dealing with the sufficiency of pleadings to survive a Federal Rule of Civil Procedure 12(b)(6) motion to dismiss. We have jurisdiction over this appeal pursuant to 28 U.S.C. § 1291 , and we affirm in part, reverse in part, and remand.
We conclude that appellant’s federal securities fraud claim is sufficiently pled under Federal Rule of Civil Procedure 9(b) and the Private Securities Litigation Reform Act. 15 U.S.C. § 78j(b); 17 C.F.R. § 240 .10b-5.
Appellant’s state law fraud claim, which parallels the federal securities fraud claim, is sufficiently pled under Federal Rule of Civil Procedure 9(b). Appellant’s nonfraud state law claims for conversion, unjust enrichment, unfair competition, aiding and abetting fraud, and conspiracy to commit fraud are sufficiently pled under Federal Rule of Civil Procedure 8(a)(2).
Only one of appellant’s state law claims — breach of fiduciary duty — is barred by Cal. Civ. Proc. Code § 340 .6’s one-year statute of limitations.
Neither the aiding and abetting fraud claim nor the conspiracy to commit fraud claim is barred by Cal. Civ. Code § 1714 .10’s Agent’s Immunity Rule.