Levinson

FACTS AND PROCEDURE

In his second amended complaint, Levinson alleged causes of action for breach of contract, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, accounting, conversion, violations of Corporations Code section 1601 and 1603, and declaratory relief. The trial court sustained the demurrers to all but the first two causes of action. It entered a judgment dismissing Dan, Kazak-Mars, and Optimas. Litigation against Irina continues. According to the second amended complaint, Irina owned 55 percent of 5-Star’s stock, and Levinson owned the remaining 45 percent. Levinson was a director of 5-Star. Irina was the sole registered pharmacist working for 5-Star. Dan was married to Irina. Dan was not an officer or shareholder of 5-Star. Dan owned 100 percent of Kazak-Mars.

Because they share a surname, we refer to Dan and Irina Sadovsky by their first names. In the second amended complaint, Levinson referred to K-Mars Optical and Optimus B-Sol. Levinson alleged that Dan claimed to be president and chief executive officer of the two entities. In the judgment, the trial court referred to the entities as Kazak-Mars, Inc., and Optimas…