Dong Su v. Henry Global Consulting Group

• Court: District Court, C.D. California
• Decided: January 3, 2022
• Docket: 2:20-cv-02235
• Status: Unknown

Opinion

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8 United States District Court 9 Central District of California

11 DONG SU, et al., Case № 2:20-cv-02235-ODW (PLAx)

12 Plaintiffs, ORDER GRANTING 13 v. MOTION TO DISMISS [28] 14 HENRY GLOBAL CONSULTING GROUP, et al., 15 Defendants.

16 17 I. INTRODUCTION 18 On July 22, 2021, Plaintiffs initiated this putative class action against 19 Defendants Henry Global Consulting Group (Global); Goldstone Advisors, Ltd.; and 20 Henry Tongzhao USA Consulting, Inc., erroneously sued as Tongzhao USA 21 Consulting, Inc. (“Tongzhao”). (Second Am. Compl. (“SAC”), ECF No. 25.) 22 Plaintiffs assert two causes of action: breach of fiduciary duty and fraud. (See 23 generally SAC.) Tongzhao now moves to dismiss for failure to state a claim. (Mot. 24 Dismiss (“Motion” or “Mot.”), ECF No. 28.) The parties have fully briefed the 25 matter. (Opp’n, ECF No. 30; Reply, ECF No. 31.) For the reasons discussed below, 26 the Court GRANTS Tongzhao’s Motion.1 27

28 1 Having carefully considered the papers filed in connection with the Motion, the Court deemed the matter appropriate for decision without oral argument. Fed. R. Civ. P. 78. 1 II. BACKGROUND 2 The U.S. EB-5 visa program provides a mechanism for immigrant investors to 3 become lawful permanent residents by investing capital in a U.S. business that will 4 employ at least ten workers.2 (See generally SAC.) Plaintiffs allege that Global is an 5 international immigrant investment company that identifies and refers foreign 6 investors, like Plaintiffs, to third-parties for potential EB-5 investments. 7 (See id. ¶ 12.) Global secured agreements with various EB-5 projects (“Migration 8 Agent Agreements” or “MAAs”) to market and sell EB-5 investment opportunities to 9 Plaintiffs. (Id. ¶¶ 26–27.) Under the terms of the MAAs, Global would receive a 10 “finder’s fee” for “securing an individual EB-5 investor’s investment” and would 11 receive larger fees for “ensuring that each EB-5 investor[] maintained their investment 12 in the [project] until the end.” (Id. ¶ 27.) Plaintiffs allege that Global concealed the 13 existence of the MAAs and never disclosed that it would receive finder’s fees. (Id. 14 ¶¶ 27, 30.) Plaintiffs further allege that their investments failed because of the 15 finder’s fees, which often exceeded $50 million. (Id. ¶ 56.) 16 Plaintiffs assert that they also hired Global to act as their immigration agent, 17 which included “preparing and/or assisting with the preparation of all immigration 18 documents.” (Id. ¶ 32.) Plaintiffs allege that Global delegated the task of preparing 19 immigration documents to Tongzhao, which was hired to act as the main point of 20 contact for Plaintiffs once they arrived in the United States. (Id. ¶ 23.) Plaintiffs also 21 allege that Tongzhao provided other services to Plaintiffs, such as “purchasing homes, 22 securing bank loans and purchasing vehicles.” (Id. ¶ 43.) 23 Plaintiffs’ initial complaint included one cause of action for breach of fiduciary 24 duty. (Compl., ECF No. 1.) The Court found that Plaintiffs’ sparse allegations were 25 insufficient to state a claim and granted Tongzhao’s motion to dismiss, with leave to 26 amend. (Order Granting Mot. Dismiss Compl., ECF No. 17.) Plaintiffs amended 27 2 See UNITED STATES CITIZENSHIP AND IMMIGRATION SERVICES, EB-5 Immigrant Investor Program, 28 https://www.uscis.gov/working-in-the-united-states/permanent-workers/eb-5-immigrant-investor- program (last visited December 6, 2021). 1 their complaint and alleged that Tongzhao was directly liable for a breach of fiduciary 2 duty, as a co-conspirator for its role in the purported scheme, and for aiding and 3 abetting Global’s breach of fiduciary duty. (First Am. Compl. (“FAC”), ECF No. 18.) 4 The Court found that Plaintiffs failed to state a claim against Tongzhao because 5 Plaintiffs failed to allege that either Global or Tongzhao owed Plaintiffs a fiduciary 6 duty. (Order Granting Mot. Dismiss FAC 4–6, ECF No. 24.) Accordingly, the Court 7 granted Tongzhao’s motion to dismiss Plaintiffs’ FAC, with leave to amend. (Id.) In 8 its order, the Court cautioned Plaintiffs that they should not replead their claims 9 without curing the identified deficiencies and that any amendment must include 10 particularized factual allegations establishing that Tongzhao or Global assumed 11 fiduciary duties beyond those of an ordinary business relationship. (Id. at 6.) 12 III. LEGAL STANDARD 13 A court may dismiss a complaint under Federal Rule of Civil Procedure 14 (“Rule”) 12(b)(6) for lack of a cognizable legal theory or insufficient facts pleaded to 15 support an otherwise cognizable legal theory. Balistreri v. Pacifica Police Dep’t, 16 901 F.2d 696, 699 (9th Cir. 1988). To survive a dismissal motion, a complaint need 17 only satisfy the minimal notice pleading requirements of Rule 8(a)(2)—“a short and 18 plain statement of the claim.” Porter v. Jones, 319 F.3d 483, 494 (9th Cir. 2003). 19 The factual “allegations must be enough to raise a right to relief above the speculative 20 level.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). That is, the complaint 21 must “contain sufficient factual matter, accepted as true, to state a claim to relief that 22 is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal 23 quotation marks omitted). 24 The determination of whether a complaint satisfies the plausibility standard is a 25 “context-specific task that requires the reviewing court to draw on its judicial 26 experience and common sense.” Id. at 679. A court is generally limited to the 27 pleadings and must construe all “factual allegations set forth in the complaint . . . as 28 true and . . . in the light most favorable” to the plaintiff. Lee v. City of Los Angeles, 1 250 F.3d 668, 679 (9th Cir. 2001). However, a court need not blindly accept 2 conclusory allegations, unwarranted deductions of fact, and unreasonable inferences. 3 Sprewell v. Golden State Warriors, 266 F.3d 979, 988 (9th Cir. 2001). 4 IV. DISCUSSION 5 Plaintiffs contend that the new facts alleged in the SAC demonstrate that 6 Tongzhao is liable for breach of fiduciary and fraud under aiding and abetting and 7 conspiracy theories of liability. (SAC ¶¶ 57, 63.) Tongzhao argues that Plaintiffs’ 8 allegations fail to state a claim under any of the theories of liability alleged in the 9 SAC. (See generally Mot.) For many of the same reasons discussed in the Court’s 10 prior orders, (see Order Granting Mot. Dismiss Compl.; Order Granting Mot. Dismiss 11 FAC), the Court finds that Plaintiffs again fail to allege sufficient facts to find 12 Tongzhao liable for breach of fiduciary duty. 13 In addition, Plaintiffs’ new claim for fraud relies on many of the same deficient 14 facts used to allege breach of fiduciary duty. As discussed below, Plaintiffs’ 15 allegations also fail to establish that Tongzhao is liable for fraud under aiding and 16 abetting and conspiracy theories of liability. 17 A. Breach of Fiduciary Duty 18 The Court finds that Plaintiffs’ claims for aiding and abetting a breach of 19 fiduciary duty and conspiracy to commit breach of fiduciary duty must be dismissed 20 because Plaintiffs fail to sufficiently allege such claims. 21 1. Aiding and Abetting 22 Under California law, “liability for aiding and abetting depends on proof the 23 defendant had actual knowledge of the specific primary wrong [and that] the 24 defendant substantially assisted.” Casey v. U.S. Bank Nat. Assn., 127 Cal. App. 4th 25 1138, 1145 (2005). Thus, a person may be liable for aiding and abetting the 26 commission of an intentional tort if that person: “(a) knows the other’s conduct 27 constitutes a breach of duty and gives substantial assistance or encouragement to the 28 other to so act or[,] (b) gives substantial assistance to the other in accomplishing a 1 tortious result and the person’s own conduct, separately considered, constitutes a 2 breach of duty to the third person.” Id. at 1144 (omission in original) (quoting Fiol v. 3 Doellstedt, 50 Cal. App. 4th 1318 (1996)). Here, Plaintiffs’ allegations are deficient 4 under either prong. 5 a. Knowledge and Substantial Assistance 6 As discussed below, Plaintiffs are unable to demonstrate that Tongzhao 7 provided Global with substantial assistance or encouragement. See id. Thus, 8 Plaintiffs fail to state a claim against Tongzhao for aiding and abetting Global’s 9 alleged breach of fiduciary duty. 10 (i) Knowledge 11 Under the first prong, knowledge of the other’s breach and substantial 12 assistance, Plaintiffs must establish that Tongzhao knew that Global had breached its 13 fiduciary duty. Id. at 1148 (“[U]nder California Law, an aider and abettor must have 14 ‘actual knowledge of the primary violation.’”). A “vague suspicion of wrongdoing” is 15 insufficient to satisfy the “actual knowledge” requirement. In re First All. Mortg. Co., 16 471 F.3d 977, 993 n.4 (9th Cir. 2006). Here, Plaintiffs allege that Global owed them a 17 fiduciary duty and breached this duty by concealing the finder’s fees. (SAC ¶¶ 12, 16, 18 17.) Further, Plaintiffs allege that Tongzhao knew that Global had breached its 19 fiduciary duty to Plaintiffs. (Id. ¶¶ 16, 17.) Because knowledge may be pleaded 20 generally, Plaintiffs have sufficiently alleged knowledge. See Fed. R. Civ. P. 9(b). 21 (ii) Substantial Assistance 22 Next, Plaintiffs must demonstrate that Tongzhao and Goldstone provided 23 Global with substantial assistance. Further, Plaintiffs must show that Tongzhao’s 24 assistance “was a substantial factor in causing the harm suffered.” Neilson v. Union 25 Bank of Cal., N.A., 290 F. Supp. 2d 1101, 1135 (C.D. Cal. 2003) (citing Metge v. 26 Baehler, 762 F.2d 621, 624 (8th Cir. 1985)). Given that Plaintiffs’ primary allegation 27 is that Global breached its fiduciary duty by concealing its finder fee agreements, 28 Plaintiffs must demonstrate that Tongzhao substantially assisted with this 1 nondisclosure. (See SAC ¶ 54.) Here, Plaintiffs are unable to allege that Tongzhao 2 provided Global with substantial assistance and was a substantial factor in causing 3 Plaintiffs’ injury. See Neilson, 290 F. Supp. 2d at 1135. 4 Tongzhao’s alleged involvement in the purported scheme included the 5 following: participating in the creation of immigration application templates, which 6 omitted any mention of finder’s fees; communicating between Plaintiffs and their 7 immigration attorneys; and holding marketing events for EB-5 investors. 8 (SAC ¶¶ 8, 24.) Plaintiffs also claim that Tongzhao was responsible for “keep[ing] 9 potential EB-5 investors under control and satisfied with their investment” into an 10 EB-5 project promoted by Global. (Id. ¶ 24.) As it relates to the finder’s fees, 11 however, Tongzhao’s alleged involvement was limited to preparing the immigration 12 application templates—an administrative duty. (Id. ¶ 8.) Ordinary business 13 transactions can satisfy the substantial assistance element if performed with the 14 specific knowledge that those transactions were assisting in the commission of a 15 specific tort. Casey, 127 Cal. App. 4th at 1145. Yet, here, Plaintiffs do not allege that 16 Tongzhao prepared the immigration application packets with the specific knowledge 17 that it would be assisting Global’s alleged breach of fiduciary duty. (See SAC ¶ 16.) 18 Moreover, Plaintiffs do not allege that Tongzhao’s assistance was a substantial factor 19 in causing their alleged harm. See Neilson, 290 F. Supp. 2d at 1135. Thus, Plaintiffs 20 fail to allege sufficient facts to support their claim that Tongzhao substantially assisted 21 Global’s purported breach of fiduciary duty. Therefore, Plaintiffs claims are deficient 22 under the first prong for aiding and abetting. 23 b. Substantial Assistance and an Independent Breach 24 Under the second prong, substantial assistance in committing a tort resulting in 25 an independent breach of duty to a third person, Plaintiffs must show that Tongzhao’s 26 conduct constituted a breach of duty. See Casey, 127 Cal. App. 4th at 1144. 27 Examples of relationships in which the law imposes a fiduciary duty are “a joint 28 venture, partnership, or an agency.” City of Hope Nat’l Med. Ctr. V. Genentech, Inc., 1 43 Cal. 4th 375, 386 (2008). In such relationships, the obligation of the fiduciary 2 extends beyond “mere fairness and honesty” and requires the fiduciary to “give 3 priority to the best interest of the beneficiary.” Comm. On Child.’s Television, Inc. v. 4 Gen. Food Corp., 35 Cal. 3d 197, 222 (1983). The obligation to put another’s interest 5 first rarely extends to ordinary business dealings. World Surveillance Grp. Inc. v. La 6 Jolla Cove Invs., Inc., 66 F. Supp. 3d 1233, 1235 (N.D. Cal. 2014). As discussed 7 below, Plaintiffs fail to allege that Tongzhao had an independent duty. Thus, Plaintiffs 8 fail to allege sufficient facts under the second prong of aiding and abetting. 9 Plaintiffs do not allege facts in the SAC demonstrating anything beyond a 10 business relationship between Tongzhao and Plaintiffs. Plaintiffs allege that a 11 principal-agent relationship existed between Plaintiffs and Global but fails to 12 demonstrate how Tongzhao would owe an independent fiduciary duty to Plaintiffs. 13 (SAC ¶¶ 53–57; Opp’n 8–9.) Plaintiffs assert that certain employees simultaneously 14 worked at Global and Tongzhao, and that Tongzhao acted as the investors’ main point 15 of contact once they arrived in the United States. (SAC ¶¶ 16, 23.) Plaintiffs also 16 allege that Tongzhao would promote to them additional services for a fee and that 17 Tongzhao would also receive kickbacks from the vendors. (Id. ¶ 43.) 18 Still, Plaintiffs fail to allege that Tongzhao owed them an independent fiduciary 19 duty and that it breached this duty by assisting Global. Without more, Plaintiffs’ 20 allegations of Tongzhao’s non-disclosure do not constitute aiding and abetting. See 21 World Surveillance, 66 F. Supp. 3d at 1235 (“In a typical business contract 22 relationship, one party does not commit to act in the other party’s best interest rather 23 than in its own.”). Therefore, Plaintiffs fail to state a claim against Tongzhao for 24 aiding and abetting a breach of fiduciary duty. 25 2. Conspiracy 26 To establish a conspiracy claim, Plaintiffs must show: “(1) the formation and 27 operation of the conspiracy, (2) wrongful conduct in furtherance of the conspiracy, and 28 (3) damages arising from the wrongful conduct.” Sanchez v. Am. Media, Inc., 1 No. CV202924DMGPVCX, 2020 WL 8816343, at *10 (C.D. Cal. Dec. 29, 2020). 2 However, “[a] non-fiduciary cannot conspire to breach a duty owed only by a 3 fiduciary.” Kidron v. Movie Acquisition Corp., 40 Cal. App. 4th 1571, 1597 (1995); 4 Applied Equip. Corp. v. Litton Saudi Arabia Ltd., 7 Cal. 4th 503, 514 (1994) 5 (“Conspiracy is not an independent tort; it cannot create a duty . . . . It allows tort 6 recovery only against a party who already owes the duty . . . based on applicable 7 substantive tort law principles.”). A civil conspiracy claim cannot arise “if the alleged 8 conspirator, though a participant in the agreement underlying the injury, was not 9 personally bound by the duty violated by the wrongdoing and was acting only as the 10 agent or employee of the party who did have that duty.” 1-800 Contacts, Inc. v. 11 Steinberg, 107 Cal. App. 4th 568, 591 (2003) (quoting Doctors’ Co. v. Superior Ct., 12 49 Cal. 3d 39, 45 (1989)). As discussed above, Plaintiffs have not shown that 13 Tongzhao owed Plaintiffs fiduciary duties. Thus, Plaintiffs failed to state a claim for 14 conspiracy to breach a fiduciary duty. 15 B. Fraud 16 The Second Amended Complaint includes new claims for fraud, including 17 aiding and abetting fraud and conspiracy to commit fraud. (SAC ¶ 63.) Plaintiffs 18 argue that the same conduct—Global’s nondisclosure of finder’s fees—constitutes 19 both fraud and a breach of fiduciary duty. (See id. ¶¶ 53–62.) Tongzhao argues that 20 Plaintiffs’ fraud-related claims fail and should be dismissed. (See generally Mot.) As 21 discussed below, Plaintiffs fail to state a claim against Tongzhao for aiding and 22 abetting fraud and conspiracy to commit fraud. 23 1. Aiding and Abetting 24 Plaintiffs allege that Global committed fraud for not disclosing that the EB-5 25 projects would pay Global finder’s fees, and that Tongzhao is liable for aiding and 26 abetting Global’s alleged fraud. (SAC ¶¶ 58–63.) To state a claim for aiding and 27 abetting fraud, Plaintiffs must demonstrate that Tongzhao and Goldstone knew about 28 the fraud and provided substantial assistance. Casey, 127 Cal. App. 4th at 1145; see 1 also Benson v. JPMorgan Chase Bank, N.A., No. C-09-5272 EMC, 2010 WL 2 1526394, at *2 (N.D. Cal. Apr. 15, 2010). Further, where a claim is “grounded in 3 fraud,” the pleading of the claim must meet the particularity requirements of 4 Rule 9(b). Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 1104 (9th Cir. 2003). 5 “[M]ere conclusory allegations of fraud are insufficient,” and “[b]road allegations that 6 include no particularized supporting detail do not suffice.” U.S. v. United Healthcare 7 Ins. Co., 848 F.3d 1161, 1180 (9th Cir. 2016). Although actual knowledge of the 8 underlying fraud “may be averred generally,” the substantial assistance prong of an 9 aiding and abetting claim “must be pleaded with particularity.” Allstate Ins. Co. v. 10 Countrywide Fin. Corp., 824 F. Supp. 2d 1164, 1188 (C.D. Cal. 2011) (citing Fed. R. 11 Civ. P. 9(b)); see also In re First Alliance, 471 F.3d at 993 (“[A]iding and abetting 12 liability under California law, as applied by the California state courts, requires a 13 finding of actual knowledge, not specific intent.”). 14 a. Knowledge 15 To satisfy the knowledge prong, the defendant must have “actual knowledge of 16 the specific primary wrong the defendant substantially assisted.” Upasani v. State 17 Farm Gen. Ins. Co., 227 Cal. App. 4th 509, 519 (2014) (quoting Casey, 127 Cal. App. 18 4th at 1145–46)). Moreover, “federal courts have found that the phrase ‘knew or 19 should have known’ does not plead actual knowledge.” Neilson, 290 F. Supp. 2d 20 at 1118–19. Aiding and abetting liability “necessarily requires a defendant to reach a 21 conscious decision to participate in tortious activity for the purpose of assisting 22 another in performing a wrongful act” Id. at 1119 (quoting Howard v. Superior Ct., 23 2 Cal. App. 4th 745, 749 (1992)); Gerard v. Ross, 204 Cal. App. 3d 968, 983 (1988) 24 (“A defendant can be held liable as a cotortfeasor on the basis of acting in concert only 25 if he or she knew that a tort had been, or was to be, committed, and acted with the 26 intent of facilitating the commission of that tort.”). As discussed above, Plaintiffs 27 allege that Tongzhao knew that Global had breached its duties to Plaintiffs. (See id.) 28 Thus, Plaintiffs have satisfied the knowledge requirement. 1 2 b. Substantial Assistance 3 Although Plaintiffs have sufficiently alleged knowledge, they are unable to 4 demonstrate that Tongzhao substantially assisted in Global’s alleged fraud. To satisfy 5 the substantial assistance prong, Rule 9(b) requires that Plaintiffs plead the specific 6 “acts or omissions that comprise the necessary substantial assistance.” Neilson, 7 290 F. Supp. 2d at 1131 (quoting Harrison v. Enventure Cap. Grp., Inc., 666 F. Supp. 8 473, 477 (W.D.N.Y. 1987)). “Generalized and conclusory allegations that a defendant 9 aided and abetted the principal wrongdoers will not suffice.” Id. 10 As discussed above, Plaintiffs do not describe with any degree of particularity 11 how Tongzhao substantially assisted in Global’s alleged fraudulent nondisclosure. 12 (See SAC ¶ 63.) Plaintiffs also fail to allege sufficient facts to explain how Tongzhao 13 was a “substantial factor” in causing their injury. See Neilson, 290 F. Supp. 2d 14 at 1129; (SAC ¶ 29.) For the foregoing reasons, Plaintiffs have failed to state a claim 15 for aiding and abetting fraud. 16 2. Conspiracy 17 To be liable for conspiracy to commit fraud, the defendant must have 18 “concur[red] in the tortious scheme with knowledge of its purpose.” Id. However, 19 “[m]ere knowledge, acquiescence, or approval of an act, without cooperation or 20 agreement to cooperate is insufficient to establish liability.” Michael R. v. Jeffrey B., 21 158 Cal. App. 3d 1059, 1069 (1984). Additionally, when suing more than one 22 defendant, “Rule 9(b) does not allow a complaint to merely lump multiple defendants 23 together.” Swartz v. KPMG LLP, 476 F.3d 756, 765 (9th Cir. 2007). Rather, Plaintiffs 24 must differentiate their allegations and “inform each defendant separately of the 25 allegations surrounding his alleged participation in the fraud.” Id. at 764–65 (citing 26 Haskin v. R.J. Reynolds Tobacco Co., 995 F. Supp. 1437, 1439 (M.D. Fla. 1998)). 27 Conclusory allegations that defendants knew co-conspirators made false statements 28 and were active participants in the conspiracy are insufficient as a matter of law. Id. 1 Here, Plaintiffs’ allegations are not sufficient to state a claim against Tongzhao 2 for conspiracy to commit fraud. Plaintiffs allege that the purpose of the conspiracy 3 was to conceal the existence of the finder’s fees with the intent to defraud Plaintiffs. 4 (SAC ¶¶ 58–53.) As with aiding and abetting, Plaintiffs have not alleged facts to 5 demonstrate with sufficient particularity that Tongzhao acted in furtherance of a 6 conspiracy to fraudulently conceal finder’s fees. Plaintiffs claim that Tongzhao 7 conspired with Global to prepare immigration documents for EB-5 investors. (Id. ¶ 8 23.) However, “[a]n entity that engages in legitimate business with a party that is 9 acting tortiously cannot be deemed a co-conspirator, absent clear evidence of an 10 agreement to join in the tortious conduct.” Kidron, 40 Cal. App. 4th at 1590. Thus, 11 without more, allegations that Tongzhao merely prepared immigration documents is 12 insufficient to demonstrate Tongzhao’s agreement with Global to defraud Plaintiffs. 13 Additionally, Plaintiffs’ conclusory allegations fail to differentiate between the 14 various Defendants and lack sufficient factual basis. Plaintiffs pool all Defendants 15 together and allege that Global, Goldstone and Tongzhao “actively concealed the 16 existence of the MAA from EB-5 investors.” (SAC ¶ 30.) Plaintiffs also claim that, 17 when confronted by investors, each Defendant denied that the MAAs existed. (Id.) 18 Further, Plaintiffs allege that all Defendants conspired to construct false stories to 19 prevent investors from learning the true financial state of the projects. (Id. ¶ 26.) Yet, 20 Plaintiffs do not explain the content of Defendants’ alleged lies or how the financial 21 state of the projects was worse than what was represented. Plaintiffs also have not 22 alleged any specific examples of Tongzhao’s false statements. The allegations 23 therefore lack sufficient particularity and fail to adequately describe each Defendants’ 24 alleged participation in the fraud. See Swartz, 476 F.3d at 765. Thus, Plaintiffs cannot 25 state a claim against Tongzhao for conspiracy to commit fraud. 26 C. Leave to Amend 27 Where a district court grants a motion to dismiss, it should generally provide 28 leave to amend unless it is clear the complaint could not be saved by any amendment. 1 See Fed. R. Civ. P. 15(a); Manzarek v. St. Paul Fire & Marine Ins. Co., 519 F.3d 2 1025, 1031 (9th Cir. 2008). Leave to amend may be denied when “the court 3 determines that the allegation of other facts consistent with the challenged pleading 4 could not possibly cure the deficiency.” Schreiber Distrib. Co. v. Serv-Well Furniture 5 Co., 806 F.2d 1393, 1401 (9th Cir. 1986). Thus, leave to amend “is properly 6 denied . . . if amendment would be futile.” Carrico v. City & Cty. of San Francisco, 7 656 F.3d 1002, 1008 (9th Cir. 2011). 8 In addition, a district court may deny leave to amend when a litigant repeatedly 9 fails to cure deficiencies by amendments previously allowed. Carvalho v. Equifax 10 Info. Servs., LLC, 629 F.3d 876, 892 (9th Cir. 2010). “Complaints that are filed in 11 repeated and knowing violation of Federal Rule 8’s pleading requirements are a great 12 drain on the court system, and the reviewing court cannot be expected to ‘fish a gold 13 coin from a bucket of mud.’” Knapp v. Hogan, 738 F.3d 1106, 1111 (9th Cir. 2013) 14 (quoting U.S. ex rel. Garst v. Lockheed-Martin Corp., 328 F.3d 374, 378 (7th Cir. 15 2003)). Here, Plaintiffs have been provided with several opportunities to amend their 16 complaint and repeatedly failed to cure the deficiencies. Thus, the Court grants 17 Tongzhao’s Motion without leave to amend. 18 V. CONCLUSION 19 For the reasons discussed above, the Court GRANTS Tongzhao’s Motion to 20 Dismiss Plaintiffs’ Second Amended Complaint, (ECF No. 28), without leave to 21 amend. 22 23 IT IS SO ORDERED. 24 25 January 3, 2022 26 27 ____________________________________ OTIS D. WRIGHT, II 28 UNITED STATES DISTRICT JUDGE