Formic Ventures, LLC v. SomaLogic, Inc.

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

FORMIC VENTURES LLC, et al., Case No. 23-cv-02660-VC

Plaintiffs,

ORDER GRANTING IN PART AND

v. DENYING IN PART THE MOTION

TO DISMISS

SOMALOGIC, INC., et al., Re: Dkt. No. 7 Defendants.

The motion to dismiss is denied regarding the breach of contract claim. The motion to dismiss is granted, with leave to amend, regarding the claims for violation of California Penal Code § 496(c), fraudulent inducement, and conversion. This ruling assumes that the reader is familiar with the facts, the applicable legal standard, and the arguments made by the parties. I. The allegations about the SAFE notes and SomaLogic’s payments state a plausible claim for breach of contract on their own, as Somalogic seems to concede. SomaLogic’s assertions that the Letters of Transmittal displaced the SAFE notes as the operative contracts only “create a defense to the well-plead allegations in the complaint.” Khoja v. Orexigen Therapeutics, Inc., 899 F.3d 988, 1002 (9th Cir. 2018). Incorporating the Letters of Transmittal by reference at the motion to dismiss stage would improperly allow SomaLogic to “use the…