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J.H. Rose Logistics, LLC v. Bonerts Inc.

United States District Court, C.D. California

November 20, 2017


          Present: The Honorable CHRISTINA A. SNYDER JUDGE




         On May 11, 2017, plaintiff J.H. Rose Logistics, LLC initiated this action against defendants Bonert's Inc. d/b/a Bonert's Slice of Pie (hereafter, "Bonert's" or the "bakery") in addition to the bakery's owner, Michael Bonert, and several limited-liability entities: Beefam LLC, Bonert's 3144 LLC, Bonert's MV LLC, Bonert's Jadahasa LLC, and Bonert's Mibon LLC. Dkt. 1.

         On July 31, 2017, defendants filed a motion dismiss the complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). Dkt. 18. On August 21, 2017, plaintiff filed a First Amended Complaint ("FAC") as matter of course pursuant to Federal Rule of Civil Procedure 15(a)(1), thereby mooting defendants' pending motion. Dkts. 21, 25. Plaintiff proceeded to file two successive notices of withdrawal and then filed a different version of the FAC on August 23, 2017, which removed Michael Bonert, Jadahasa LLC, and Bonerts 3144 LLC as defendants. See Dkts. 22, 23, 24, 26. By stipulation and with the Court's leave, plaintiff filed a Second Amended Complaint on September 13, 2017. Dkt. 31 ("SAC").

         In the operative SAC, plaintiff asserts claims for (1) breach of contract, (2) quasi-contract, (3) fraud and intentional misrepresentation, and (4) negligent misrepresentation against Bonert's, Beefam LLC, Bonert's MV LLC, and Bonert's Mibon LLC. In brief, the SAC alleges that the now-defunct bakery breached a contract for freight shipping services and refuses to pay plaintiff $209, 193.22 in outstanding freight charges. Plaintiff seeks to hold the various limited-liability entities (hereafter, "the LLCs") liable based on a single-business-enterprise theory of alter ego liability.

         On October 12, 2017, defendants filed a Rule 12(b)(6) motion to dismiss the SAC. Dkt. 32 ("Mot."). On October 30, 2017, plaintiff filed an opposition, dkt. 37 ("Opp'n"); and defendants filed a reply on November 6, 2017, dkt. 38 "(Reply"). Having carefully considered the parties arguments, the Court finds and concludes as follows.


         Plaintiff, a New Mexico-based interstate freight broker-carrier, alleges the following facts. SAC ¶ 41-42. Bonert's is a closely held, family-owned corporation that manufactured pies and other baked goods for national retailers such as Walmart and Safeway before it went into receivership on July 28, 2016. Id. ¶¶ 6, 61, 70. Between October 22, 2015 and April 29, 2016, plaintiff transported Bonert's perishable goods to the bakery's consignees, but the bakery has refused to pay plaintiff $209, 193.33 in outstanding freight charges. Id. ¶ 73, 78, 80, 83. Plaintiff alleges that the bakery and the LLCs constitute a single business enterprise that "schemed" to "receive free freight transportation" from plaintiff. Id. ¶ 4.

         A. Alter Ego Allegations

         Michael Bonert founded the bakery in 1993 and remains the corporation's president. Id. ¶ 6. He is the trustee of the "Michael Bonert and Vivien Bonert Revocable Trust, " which owns shares in the bakery. Id. ¶ 64. From 1998 to 2002, the bakery operated out of a leased facility at 2727 South Susan Street in Santa Ana, California (hereafter, the "Susan Street property"). Id. ¶¶ 6-8.

         In June 2000, Michael Bonert organized Beefam LLC. Michael and his wife, Vivien Bonert, were members of Beefam LLC. Id. ¶ 8, Ex. B. In July 2000, the Union Bank of California loaned Beefam LLC $435, 000 secured by a deed of trust on another property in Santa Ana, 3122 West Adams Street (hereafter, the "Adams Street property"), which Beefam LLC leased to the bakery. Michael Bonert signed for both Beefam LLC and the bakery, and the lease was not recorded. Id. ¶¶ 12-14, Ex. C. In August 2002, Beefam LLC bought the Susan Street property and leased it to the bakery. Id. ¶¶ 9-10. In May 2008, Beefam LLC granted a deed of trust to First Federal Bank of California, which provided that the LLCs assets would be cross-collateralized to secure a $3, 500, 000 loan to the bakery. Id. ¶¶ 21-23, Ex. E. And in February 2010, Beefam LLC obtained a $955, 000 loan from Manufacturers Bank secured by a deed of trust on the Susan Street property. Id. ¶ 19, Ex. D.

         In April 2009, Michael Bonert organized Bonert's MV LLC, and, like Beefam LLC, both he and his wife were members. In July 2009, Bonert's MV LLC leased the Adams Street property to the bakery. Id. ¶ 16-17. Like Beefam LLC, Bonert's MV LLC also provided its assets as collateral to secure loans for the bakery. Id. ¶ 18.

         In December 2014, Bonert's Mibon LLC filed a Statement of Information with the California Secretary of State listing Robert Erikson as president and Michael Bonert as a member. Plaintiff alleges "[t]hese names do not reflect who really controlled" the LLC. Id. ¶ 33. A subordination agreement between Manufacturers Bank, Bonert's Mibon LLC, and the bakery indicates that the LLC owned real property at 3000-3030 West Warner Avenue in Santa Ana (hereafter, the "Warner Avenue property"), rented the property to the bakery, and obtained a loan secured by a deed of trust on the property. Id. ΒΆ 27, ...

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