emurrer to the Second Amended Complaint by Defendants Jaap Langenberg and Luke’s Organic, LLC
Factual and Procedural Background
This is an action for breach of fiduciary duty, conversion, and breach of contract. According to the allegations of the Second Amended Complaint (“SAC”), defendant Luke’s Organic, LLC (“Luke’s Organic” or “Luke’s”) is a limited liability company located in Santa Cruz, California. (SAC at ¶ 3.) Defendant Jaap Langenberg (“Langenberg”) is the CEO, sole manager, and majority member of Luke’s Organic. (Id. at ¶ 5.) At the time defendant Luke’s was formed, Plaintiff Aldo Abronzino (“Plaintiff”) was a 15% owner in the company. (Id. at ¶ 4.) Plaintiff and defendants Langenberg and Luke’s Organic (collectively, “Defendants”) were parties to an Operating Agreement dated July 2, 2014. (Id. at ¶ 33.)
Plaintiff received a notice dated December 8, 2016 (“Notice”) which provided the following: “On November 22, 2016 a majority of members of Luke’s Organic [LLC] approved a
Hearing Date
February 20, 2018
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emurrer to the Second Amended Complaint by Defendants Jaap Langenberg and Luke’s Organic, LLC
Factual and Procedural Background
This is an action for breach of fiduciary duty, conversion, and breach of contract. According to the allegations of the Second Amended Complaint (“SAC”), defendant Luke’s Organic, LLC (“Luke’s Organic” or “Luke’s”) is a limited liability company located in Santa Cruz, California. (SAC at ¶ 3.) Defendant Jaap Langenberg (“Langenberg”) is the CEO, sole manager, and majority member of Luke’s Organic. (Id. at ¶ 5.) At the time defendant Luke’s was formed, Plaintiff Aldo Abronzino (“Plaintiff”) was a 15% owner in the company. (Id. at ¶ 4.) Plaintiff and defendants Langenberg and Luke’s Organic (collectively, “Defendants”) were parties to an Operating Agreement dated July 2, 2014. (Id. at ¶ 33.)
Plaintiff received a notice dated December 8, 2016 (“Notice”) which provided the following: “On November 22, 2016 a majority of members of Luke’s Organic [LLC] approved a