Ma

Ma v. Cao CA2/2

Good Law
Court of Appeal of CaliforniaMay 30, 2024B329293California3,149 words

Opinion

Opinion

FACTS AND PROCEDURAL HISTORY

Plaintiffs’ Lawsuit Plaintiffs filed suit in 2021. Their third amended complaint (TAC) describes the dispute. Plaintiffs Yue Ma and Lihong Zhao (through their companies Sunny West Coast Co. and Hua Ming Technology Co.) own a 35 percent interest and defendant Linghan “Hank” Cao owns a 65 percent interest in Ideal International Investment (Ideal). Ideal is a trucking company formed in 2018. The owners constitute Ideal’s board of directors. The parties agreed that Ideal would operate for three years, at which point they had to decide whether to continue the business. At the three-year mark, no decision was made. Without a decision to continue, the parties’ agreement required dissolution. Instead of dissolving the business, Cao continued to

1 Undesignated statutory references are to the Code of Civil Procedure.

2 operate Ideal, removed assets, and the parties had a breakdown in their relationship. Plaintiffs assert claims for breach of contract; breach of fiduciary duty; conversion; unfair business practices; and to dissolve Ideal.2 Ideal’s Cross-complaint In a cross-complaint, Ideal alleges that cross-defendants unlawfully took corporate funds and are…

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