BHS LAW LLP v. WORLDEX INDUSTRY AND TRADING CO., LTD.

District Court, N.D. California·Decided May 11, 2026·No. 5:25-cv-04471·Unknown

Opinion

BHS LAW LLP, Case No. 25-cv-04471-SVK

Plaintiff, ORDER GRANTING DEFENDANT’S MOTION TO DISMISS; DENYING v. PLAINTIFF’S MOTION FOR SANCTIONS; ORDERING PARTIES WORLDEX INDUSTRY AND TRADING TO SHOW CAUSE WHY THEY CO., LTD., SHOULD NOT BE SANCTIONED Defendant. Re: Dkt. No. 87, 92.

Before the Court are two motions. Defendant Worldex Industry and Trading Co., Ltd. (“Worldex”) moves to dismiss Plaintiff Bhs Law, LLP’s (“Bhs”)1 second amended complaint. Dkt. 87 (“Worldex’s Motion”). Plaintiff Bhs moves for sanctions for three assertedly-frivolous arguments raised in Worldex’s Motion. Dkt. 92 (“Bhs’s Motion”). The Court determines that these matters may be resolved without oral argument. Civil L.R. 7-1(b). For the following reasons, the Court GRANTS IN PART Worldex’s Motion and DENIES Bhs’s Motion.2 Additionally, in light of the discussion below, the Court issues an ORDER TO SHOW CAUSE: (1) for Bhs to show cause why the filing of its Second Amended Complaint did not, and why the related argument in opposition does not, violate Rule 11; and (2) for Worldex to show cause why its Younger abstention argument does not violate Rule 11. ////

1 As explained in the Court’s December 29, 2025 Order, at the end of 2025, Bhs changed from a LLP to a Law Corporation. Dkt. 76 at 1 n. 1. The Court treated Bhs Law Corporation as “either the same plaintiff as Bhs Law LLP or at least its successor in interest” and found that it “may assert all of the same causes of action.” Id. (citing, e.g., Patriot Rail Corp. v. Sierra R.R. Co., No. 09-cv-00009-TLN, 2014 WL 1664898, at *6 (E.D. Cal. Apr. 25, 2014). Neither Party has A. The First Amended Complaint, Prior Requests for Judicial Notice and Worldex’s Current Request for Judicial Notice The factual background of this dispute, based on the allegations in Bhs’s first amended complaint and based on the Court’s judicial notice of various filings and other matters in related and underlying civil actions, is described by the Court in its December 29, 2025 Order (the “Prior Order”). Dkt. 76 at 2-8. Bhs’s second amended complaint removes many allegations that are no longer relevant to its remaining claim. Compare Dkt. 82 (“SAC”) with Dkt. 3 (“FAC”). Moreover, the Parties’ requests for judicial notice as to Worldex’s Motion are more limited than previous requests, and Bhs does not request judicial notice of any documents. See Dkt. 86 (“Worldex’s RJN”). The Court first briefly the issue of judicial notice and the relevance of the First Amended Complaint as providing context to the Court’s analysis. The Ninth Circuit holds to “the general rule is that an amended complaint supercedes the original complaint and renders it without legal effect.” Lacey v. Maricopa Cnty., 693 F.3d 896, 927 (9th Cir. 2012) (en banc). Nonetheless, courts in this Circuit routinely take judicial notice of prior allegations that are consistent with current allegations “[w]here necessary to provide context and to assist with the Court’s analysis.” E.g., Waddell v. City of Orange Police, No. 19-cv-1163- MWF (AS), 2019 WL 7494904, at *1 (C.D. Cal. Nov. 22, 2019), report and recommendation adopted, 2020 WL 70837 (C.D. Cal. Jan. 6, 2020) (“[I]n order to provide the necessary context to Plaintiff’s allegations, the Court takes judicial notice of her prior pleadings to the extent that they are consistent with the First Amended Complaint.”). Accordingly, the Court takes judicial notice of: (1) the facts alleged in Bhs’s FAC to the extent they are consistent with its SAC and provide helpful context to the Court’s Order and (2) the various filings and other matters in related and underlying civil actions to the same extent as noticed in the Court’s Prior Order. The Court also GRANTS Worldex’s Request for Judicial Notice to the same extent as previously granted and otherwise DENIES the request as moot. Thus, the Court does not re-tread the background already described in the Prior Order, (see B. Relevant Factual and Procedural History On December 29, 2025, the Court dismissed all counts of Bhs’s first amended complaint. Dkt. 76. It dismissed Count VI (against Mr. Mendoza) with prejudice, dismissed Counts II-V (against Worldex as an alleged alter ego of its subsidiary, West Coast Quartz Corporation (“WCQ”)) without prejudice but subject to the requirements of the California’s Mandatory Fee Arbitration Act (“MFAA”) and dismissed Count I with leave to amend. Dkt. 76 at 37. Count I, re-alleged in the SAC, is Bhs’s claim against Worldex for intentional interference with contract. See id. at 4; FAC, ¶¶ 24-30; SAC, ¶¶ 30-38. The gravamen of Count I, as alleged in the SAC, is that Worldex tortiously interfered with Bhs’s representation of two former clients. SAC, ¶¶ 8-27. The first former client is WCQ, “a California corporation that manufactures and distributes silicon ingots and quartz in California.” Dkt. 76 at 4. Bhs represented WCQ as a defendant in a class action in California state court. Dkt. 76 at 4-5 (referring to Mendoza et al. v. West Coast Quartz Corporation, RG18927787 (Alameda County)) (the “Mendoza State Action”). After several adverse rulings in the Mendoza State Action but before a judgment was entered against WCQ, Bhs filed an action in this District on behalf of WCQ against various defendants including, e.g., the state court judge, the named plaintiff in the state court case (Mr. Mendoza) and his attorneys. See id. at 5-6 (referring to West Coast Quartz Corp. v. Markman, et al., No. 25-cv- 2643-YGR (N.D. Cal. Feb. 12, 2025) (the “YGR Action,” as referred to in the SAC (see SAC, ¶¶ 8-9))). On May 21, 2025, after WCQ lost in the Mendoza Action, the firm O’Hagan Meyer LLP (“O’Hagan”), replaced Bhs in both actions and voluntarily dismissed the YGR Action on behalf of WCQ. Dkt. 76 at 4, 6. In Count I, Bhs alleges that Worldex caused WCQ to terminate its agreement with Bhs by exercising its control over WCQ. SAC, ¶¶ 22-27. The second former client is Eddy Wai Yip Lee. SAC, ¶ 11. Mr. Lee was a supervisor- employee of WCQ and a dissatisfied objector to the class in the Mendoza State Action. Dkt. 76 at 5-6. On “June 9, 2025 and after being discharged as WCQ’s counsel, Bhs filed an action in this District on behalf of Eddy Lee … against Capstone[ Law APC, who served as class counsel in the Mendoza Action] and the chief trial counsel for the State Bar of California.” Id. at 6 (referring to Action,” referred to in the SAC as the “Eddy Action,” (SAC, ¶¶ 11-12))). The Lee Action was voluntarily dismissed by Mr. Lee on July 30, 2025. Dkt. 76 at 6. Bhs—without Mr. Lee’s buy- in—attempted to withdraw the notice of dismissal asserting, essentially, that WCQ, O’Hagan, Capstone or some combination thereof “coerced” Mr. Lee into dismissing the action. Dkt. 76 at 6. The Honorable Beth Labson Freeman denied the attempted withdrawal of dismissal on August 5, 2025. Id. (citing Lee Action, Dkt. 44). In Count I, Bhs alleges that Worldex caused Mr. Lee to dismiss the Lee Action by exercising its “influence over WCQ’s officers.” SAC, ¶¶ 22-27. Bhs seeks to recover for the harm allegedly caused by Worldex’s tortious interference with these two engagements, the “YGR Agreement” and the “Lee Agreement.”3 SAC, ¶¶ 8, 11, 28-29. Based on ambiguous allegations in the FAC, but construing them in Bhs’s favor upon a motion to dismiss, the Court previously explained that it viewed Bhs as alleging a “hybrid fee structure with WCQ,” whereby it would earn both an hourly and contingent fee. Dkt. 76 at 17-18. Bhs’s SAC, however, omits any mention of hourly or “market rate” fees and pleads only contingency fee contracts. SAC, ¶ 31; see also, generally, SAC. On February 3, 2026, Worldex moved to dismiss the SAC. Dkt. 85. On February 27, 2026, separate and apart from its opposition, Bhs served upon Worldex a motion for sanctions under

BHS LAW LLP v. WORLDEX INDUSTRY AND TRADING CO., LTD., (N.D. Cal. 2026).

BHS LAW LLP v. WORLDEX INDUSTRY AND TRADING CO., LTD. (BHS LAW LLP v. WORLDEX INDUSTRY AND TRADING CO., LTD.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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