facts, the California Supreme Court held that director malfeasance tolled the statute

of limitations for an innocent shareholder’s claim, filed promptly after that

shareholder’s discovery of the wrongdoing. Id. at 314–16. That is perfectly

consistent with California Union.

Turning to this case, uncontroverted evidence demonstrates that, well within

the statute of limitations, CVVT’s shareholders discovered or should have

discovered the wrongdoing Seiden alleges. Specifically, in 2011, the same year a

Citron Research report publicized CVVT’s alleged wrongdoing, shareholders sought

redress in a class-action lawsuit against both CVVT and Frazer Frost, as well as a

derivative lawsuit against CVVT. In 2014, the SEC filed a fraud action against

CVVT. As the district court observed, “[t]he SEC had the ability to uncover the facts Page 4 of 4

relevant to Plaintiff’s causes of actions and make them public.” Seiden v. Frazer

Frost, LLP, No. 8:18-00588-CJC (KESx), 2018 WL 6137618, at *6 (C.D. Cal. July

31, 2018). Indeed, all of these actions implicated Frazer Frost in the wrongdoing

Seiden now alleges. Accordingly, the district court properly held that adverse

domination did not toll Seiden’s claims. Cf. Mosesian v. Peat, Marwick, Mitchell &

Co., 727 F.2d 873, 876–79 (9th Cir. 1984).

2. The district court also properly held that CVVT shareholders were able to

seek redress for the wrongdoing Seiden alleges here. Seiden argues that

notwithstanding Frazer Frost’s wrongdoing, shareholders had no ability to sue

Frazer Frost prior to his appointment as Receiver because Frazer Frost would have

had an ironclad in pari delicto defense. Seiden is incorrect. Even if Frazer Frost had

a plausible in pari delicto defense against derivative claims brought by CVVT

shareholders, defenses—hypothetical or otherwise—do not toll otherwise applicable

statutes of limitations.

3. The district court correctly determined that Seiden’s failure to plead adverse

domination could not be cured by any amendment.

AFFIRMED.