Ressler

FACTS

On June 2, 2020, plaintiffs filed their complaint against defendants, alleging causes of action for breach of fiduciary duty, accounting, declaratory relief, and indemnity. Plaintiffs alleged Mr. Piontak invested in Luxe West, Inc., in exchange for a 33 1/3 percent share of the business. Mr. Piontak hired his daughter, Ms. Sivertsen, to work as the corporation’s controller and director of operations. Defendants allegedly plundered the business, sold all of its inventory, and failed to pay more than $400,000 in payroll taxes, for which plaintiffs allege they are liable as shareholders of the business. Plaintiffs did not allege they had caused the taxes to be paid, or that any enforcement action had been taken against them. On March 8, 2021, defendants demurred, arguing plaintiffs lacked standing to make derivative claims belonging to the corporation. Defendants also argued plaintiffs were judicially

2 estopped from asserting their claims because plaintiffs did not disclose the claims in their bankruptcy. Defendants further argued they could not be liable for breach of fiduciary duty because they were not corporate officers, and any claim regarding taxes was not ripe,…