Angelov

MEMORANDUM **

Plaintiff-Appellants Chavdar Angelov and KIDS Fight Cancer (collectively, “An- *472 gelov”) appeal from the district court’s order granting without leave to amend the motions to dismiss Wilshire Bancorp Inc. (“Wilshire Bancorp”) and Wilshire State Bank (“the Bank”). The parties are familiar with the facts; we need not recount them here.

The claims against Wilshire Ban-corp were properly dismissed, because An-gelov failed to allege facts tending to show that Wilshire Bancorp is liable for the acts of its subsidiary, the Bank. To establish liability under an agency theory, Angelov must allege that Wilshire Bancorp “so controls the [Bank] as to cause the [Bank] to become merely the agent or instrumentality of [Wilshire Bancorp.]” Laird v. Capital Cities/ABC, Inc., 68 Cal.App.4th 727, 741 , 80 Cal.Rptr.2d 454 (Cal.Ct.App.1998) (citing Linskey v. Heidelberg Eastern, Inc., 470 F.Supp. 1181, 1184 (E.D.N.Y.1979) (italics added by Laird court)).

Alternatively, to establish liability under an alter ego theory, Angelov must allege that 1) there is “such a unity of interest and ownership between the two corporations that their separate personalities no longer exist,” and 2)…