Moss

Glenn M. Moss, Jr., appeals the dismissal of his action against Robert Kroner and Robert E. Kroner Insurance Services, Inc. 1 (collectively, the Kroner defendants), after they successfully demurred to his fourth amended complaint and the trial court denied leave to amend. We reverse the judgment, conclude that Moss stated two viable causes of action under the Corporations Code, and remand the matter to the trial court.

FACTUAL AND PROCEDURAL BACKGROUND

For the purposes of reviewing a dismissal after a sustained demurrer, we take all pleaded facts in the complaint as true. (Cobb v. O'Connell (2005) 134 Cal.App.4th 91 , 95 [ 36 Cal.Rptr.3d 170 ].) In his fourth amended complaint, Moss alleged that as a result of the solicitations of the Kroner defendants and others, he invested $1 million in a Diversified Lending Group, Inc. (DLG), secured investment note. DLG later was shut down by the Securities and Exchange Commission for running a Ponzi scheme.

Moss did not sue DLG due to a federal court stay preventing it and its president, Bruce Friedman, from being named in lawsuits; nor is he currently suing the person who actually sold him the note, Scott Plamondon, with whom he…