Guangdong Cell Biotechnology Ltd v. Thomas Christian Sudhof

Opinion

1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 SAN JOSE DIVISION 7 8 GUANGDONG CELL Case No. 25-cv-08953-VKD BIOTECHNOLOGY LTD, 9 Plaintiff, ORDER GRANTING IN PART AND 10 DENYING IN PART DEFENDANT'S v. MOTION TO DISMISS AND DENYING 11 DEFENDANT’S MOTION TO STRIKE THOMAS CHRISTIAN SUDHOF, 12 Re: Dkt. Nos. 5, 6 Defendant.

13 14 On September 9, 2025, plaintiff Guangdong Cell Biotechnology Ltd. (“Cell Biotech”) filed 15 this action against defendant Thomas Christian Sudhof in the Superior Court for the County of 16 Santa Clara, asserting state law claims for breach of contract and breach of the implied covenant 17 of good faith and fair dealing. Dkt. No. 1, Ex. A. On October 17, 2025, Dr. Sudhof removed the 18 action to federal court, invoking the Court’s diversity jurisdiction, 28 U.S.C. § 1332. Dkt. No. 1 19 ¶ 3. Dr. Sudhof moves to dismiss all claims for lack of standing and failure to state a claim under 20 Rule 12(b)(6) and to strike certain allegations and requests for relief in the complaint under Rule 21 12(f). Dkt. Nos. 5, 6. Cell Biotech opposes the motions. Dkt. Nos. 10, 12. The Court held a 22 hearing on both motions on January 20, 2026. Dkt. No. 25.1 23 Upon consideration of the moving and responding papers and oral arguments presented, 24 the Court grants in part and denies in part Dr. Sudhof’s motion to dismiss, and denies Dr. Sudhof’s 25 motion to strike. 26 27 1 I. BACKGROUND 2 According to the complaint, Cell Biotech is a Chinese corporation “dedicated to the 3 research, development, application, and promotion of stem cell technology and immune cell 4 technology.” Dkt. No. 1, Ex. A ¶ 7. Cell Biotech alleges that it was formerly known as Dongguan 5 Cell Biotechnology Ltd. Id. ¶ 5. It changed its corporate name to its current name on July 31, 6 2020. Id. Cell Biotech alleges that Dr. Sudhof is a professor at Stanford University’s School of 7 Medicine. Id. ¶ 6. 8 Cell Biotech alleges that on November 8, 2017, one of its representatives invited Dr. 9 Sudhof to serve as a scientific advisor for Cell Biotech. Id. ¶ 8. According to Cell Biotech, on 10 December 7, 2017, two representatives of Cell Biotech met with Dr. Sudhof at Stanford 11 University. Id. ¶ 9. Cell Biotech alleges that it arranged for Dr. Sudhof to travel to China on 12 March 9 and 10, 2018 to “meet with [p]laintiff’s management team, discuss future cooperation 13 plans, and execute a cooperation agreement.” Id. ¶ 10. 14 Cell Biotech alleges that on March 9, 2018, Cell Biotech and Dr. Sudhof executed a 15 memorandum of understanding (“MOU”) in China. Id. ¶ 11. According to the complaint, the 16 MOU contains several provisions, including: 17 Article 2: “Defendant agreed to serve as [p]laintiff’s Chief Scientific Advisor and to 18 provide advice to [p]laintiff and its scientific projects.” Id. ¶ 12. 19 Article 5: “Plaintiff paid [d]efendant USD 50,000 in cash as the remuneration provided 20 under the [MOU].” Id. ¶ 17. 21 Article 7: “If [d]efendant foresaw a potential conflict of interest, he was required to 22 inform [p]laintiff.” Id. ¶ 13. 23 Cell Biotech alleges that on March 9, 2018, following execution of the MOU, Cell Biotech 24 issued a letter of appointment to Dr. Sudhof which he “accepted on site.” Id. ¶ 14. The complaint 25 alleges that the letter of appointment states, “This letter is to confirm that [sic] Thomas C. 26 Sudhof’s appointment in Cell Biotechnology Inc. of Dongguan and Cells Group as Chief 27 Scientific Advisor.” Id. ¶ 15. 1 by Cell Biotech in China, including visiting a partner clinical cooperation hospital, attending a 2 forum titled the “Medical Biotechnology Forum with Nobel Laureate Thomas C. Sudhof,” and 3 participating in scientific seminars. Id. ¶ 16. On March 10, 2018, Cell Biotech paid Dr. Sudhof 4 $50,000 in cash, pursuant to Article 5 of the MOU. Id. ¶ 17. Cell Biotech alleges that on July 27, 5 2018, Dr. Sudhof attended the International Summit Forum on Biotechnology and Translational 6 Medicine in his capacity as Cell Biotech’s Chief Scientific Advisor. Id. ¶ 18. Cell Biotech paid 7 Dr. Sudhof an additional $50,000 in cash, pursuant to Article 5 of the MOU. Id. 8 Cell Biotech alleges that, at some point,2 it learned that during and around the same time of 9 Dr. Sudhof’s appointment as Cell Biotech’s Chief Scientific Advisor, Dr. Sudhof had been 10 engaging with competitors in violation of the MOU. Id. ¶ 19. Specifically, a report dated January 11 15, 2025 indicates that Dr. Sudhof serves as Chief Scientific Advisor to Cell Biotech’s direct 12 competitor Guangdong Wanhai Cell Biotechnology Co., Ltd. (“Wanhai”). Id. ¶ 20. 13 Cell Biotech claims that Dr. Sudhof never informed it of his engagement with Wanhai, and 14 this failure constitutes a breach of the conflict-of-interest provision in Article 7 of the MOU. Id. 15 ¶ 21. Cell Biotech alleges that Dr. Sudhof’s conduct “has caused, and continues to cause, 16 irreparable harm to [Cell Biotech’s] business operations, competitive position, and goodwill.” Id. 17 ¶ 22. 18 In this action, Cell Biotech asserts claims for (1) breach of contract, and (2) breach of the 19 implied covenant of good faith and fair dealing. Id. ¶¶ 7-26. Cell Biotech seeks specific 20 performance, restitution, compensatory damages, punitive damages, and attorneys’ fees and costs. 21 Id. at 7. 22 II. LEGAL STANDARD 23 A. Rule 12(b)(1) 24 “[L]ack of Article III standing requires dismissal for lack of subject matter jurisdiction 25 under Federal Rule of Civil Procedure 12(b)(1).” Maya v. Centex Corp., 658 F.3d 1060, 1067 (9th 26 Cir. 2011). To establish standing, a plaintiff must plausibly allege (1) an “injury in fact,” (2) that 27 1 is fairly traceable to the challenged conduct of the defendant, and (3) likely to be redressed by a 2 favorable judicial decision. Lujan v. Defs. of Wildlife, 504 U.S. 555, 560-61 (1992). “To establish 3 injury in fact, a plaintiff must show that he or she suffered an invasion of a legally protected 4 interest that is concrete and particularized and actual or imminent, not conjectural or 5 hypothetical.” Spokeo, Inc. v. Robins, 578 U.S. 330, 339 (2016) (internal quotation marks 6 omitted). To be particularized, an injury “must affect the plaintiff in a personal and individual 7 way,” and to be concrete, the injury must be real and not abstract. Id. at 339-40 (internal quotation 8 marks omitted). 9 B. Rule 12(b)(6) 10 A Rule 12(b)(6) motion to dismiss for failure to state a claim tests the legal sufficiency of 11 the claims in the complaint. Navarro v. Block, 250 F.3d 729, 732 (9th Cir. 2001). Dismissal is 12 appropriate where there is no cognizable legal theory or an absence of sufficient facts alleged to 13 support a cognizable legal theory. Id. (citing Balistreri v. Pacifica Police Dep’t, 901 F.2d 696, 14 699 (9th Cir. 1988)). In such a motion, all material allegations in the complaint must be taken as 15 true and construed in the light most favorable to the claimant. Id. 16 Rule 8(a)(2) requires only “a short and plain statement of the claim showing that the 17 pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). However, “[t]hreadbare recitals of the 18 elements of a cause of action, supported by mere conclusory statements, do not suffice,” Ashcroft 19 v. Iqbal, 556 U.S. 662, 678 (2009), and “[f]actual allegations must be enough to raise a right to 20 relief above the speculative level,” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (citations 21 omitted). Only plausible claims for relief will survive a motion to dismiss. Iqbal, 556 U.S. at 679. 22 A claim is plausible if the facts pled permit the court to draw a reasonable inference that the 23 defendant is liable for the alleged misconduct. Id. at 678. A plaintiff does not have to provide 24 detailed facts, but the pleading must include “more than an unadorned, the-defendant-unlawfully- 25 harmed-me accusation.” Id. Moreover, the Court is not required to “‘assume the truth of legal 26 conclusions merely because they are cast in the form of factual allegations.’” Prager Univ. v. 27 Google LLC, No. 17-cv-06064-LHK, 2018 WL 1471939, at *3 (N.D. Cal. Mar. 26, 2018) (quoting 1 “allegations that are merely conclusory, unwarranted deductions of fact, or unreasonable 2 inferences.” In re Gilead Scis. Sec. Litig., 536 F.3d 1049, 1055 (9th Cir. 2008). 3 C. Rule 12(f) 4 Before responding to a pleading, a party may move to strike any “redundant, immaterial, 5 impertinent or scandalous matter.” Fed. R. Civ. P. 12(f). A matter is “immaterial” if it “has no 6 essential or important relationship to the claim for relief or the defenses being pleaded.” Fantasy, 7 Inc. v. Fogerty, 984 F.2d 1524, 1527 (9th Cir. 1993), rev’d on other grounds, 510 U.S. 517 (1994) 8 (internal quotation marks omitted). A matter is “impertinent” if it “do[es] not pertain, and [is] not 9 necessary, to the issues in question.” Id. (internal quotation marks omitted). “Scandalous” 10 allegations include those that “cast a cruelly derogatory light on a party or other person.” Figy v. 11 Lifeway Foods, Inc., No. 13-cv-04828-TEH, 2016 WL 4364225, at *3 (N.D. Cal. Aug. 16, 2016). 12 “[T]he function of a [Rule] 12(f) motion to strike is to avoid the expenditure of time and 13 money that must arise from litigating spurious issues by dispensing with those issues prior to trial . 14 . . .” Sidney-Vinstein v. A.H. Robins Co., 697 F.2d 880, 885 (9th Cir. 1983). Motions to strike are 15 generally disfavored and “should not be granted unless the matter to be stricken clearly could have 16 no possible bearing on the subject of the litigation.” Platte Anchor Bolt, Inc. v. IHI, Inc., 352 F. 17 Supp. 2d 1048, 1057 (N.D. Cal. 2004). “A court must deny the motion to strike if there is any 18 doubt whether the allegations in the pleadings might be relevant in the action.” Oracle Am., Inc. v. 19 Micron Tech., Inc., 817 F. Supp. 2d 1128, 1132 (N.D. Cal. 2011). When ruling on a motion to 20 strike, the Court must accept the nonmoving party’s allegations as true and liberally construe the 21 attacked pleading in the light most favorable to the nonmoving party. Stearns v. Select Comfort 22 Retail Corp., 763 F. Supp. 2d 1128, 1140 (N.D. Cal. 2010). 23 III. MOTION TO DISMISS 24 Dr. Sudhof moves to dismiss all claims for lack of standing and for failure to state a claim 25 for relief. Dkt. No. 5. Dr. Sudhof also requests judicial notice of two documents. Dkt. No. 5-1. 26 The Court first addresses Dr. Sudhof’s request for judicial notice before considering his arguments 27 for dismissal of the complaint. 1 A. Dr. Sudhof’s Request for Judicial Notice 2 In connection with his motion to dismiss, Dr. Sudhof asks the Court to take judicial notice 3 of two documents: (1) a civil complaint filed by Dr. Sudhof against Cell Biotech in China on or 4 about November 5, 2024 (“China Proceeding Complaint”), and (2) an English translation of the 5 China Proceeding Complaint.3 Dkt. No. 5-1. Cell Biotech did not respond to Dr. Sudhof’s request 6 for judicial notice. 7 Federal Rule of Evidence 201 states that “[t]he court may judicially notice a fact that is not 8 subject to reasonable dispute because it . . . can be accurately and readily determined from sources 9 whose accuracy cannot reasonably be questioned.” Fed. R. Evid. 201(b)(2); see also Khoja v. 10 Orexigen Therapeutics, Inc., 899 F.3d 988, 999 (9th Cir. 2018). These reliable sources include 11 “matters of public record . . . as long as the facts noticed are not subject to reasonable dispute.” 12 Intri-Plex Techs., Inc. v. Crest Grp., Inc., 499 F.3d 1048, 1052 (9th Cir. 2007) (cleaned up). 13 Accordingly, while a court may take judicial notice of matters of public record when deciding a 14 motion to dismiss, it “cannot take judicial notice of disputed facts contained in such public 15 records.” Khoja, 899 F.3d at 999. 16 The request for judicial notice does not explain a basis for taking judicial notice of the 17 China Proceeding Complaint, see Dkt. No. 5-1, but Dr. Sudhof states in the motion to dismiss that 18 the Court “may consider the fact and timing of the Chinese filing for the limited purpose of 19 understanding the improper motives underlying this action,” Dkt. No. 5 at 1. That is, Dr. Sudhof 20 contends that Cell Biotech filed this action “to pressure him to abandon or compromise his claims 21 in China.” Id. 22 The Court finds it unnecessary and inappropriate to consider the China Proceeding 23 Complaint and Cell Biotech’s purported motive in resolving Dr. Sudhof’s motion to dismiss. Dr. 24 Sudhof’s request for judicial notice is denied.4 25 3 The request for judicial notice describes the complaint filed in China as “Plaintiff Guangdong 26 Cell Biotechnology Ltd.’s (‘Plaintiff’) Civil Complaint filed in the Country of China.” Dkt. No. 5- 1 at 4. However, the motion to dismiss and the English translation of the complaint indicate that 27 the document is Dr. Sudhof’s complaint. Dkt. No. 5 at 1; Dkt. No. 5-1, Ex. B. 1 B. Rule 12(b)(1): Lack of Standing 2 Under Article III of the Constitution, Cell Biotech has standing to pursue a claim in federal 3 court if it suffered an “injury in fact,” there is a causal connection between the injury and the 4 alleged misconduct, and the injury can be redressed by the court. See Lujan, 504 U.S. at 560-61. 5 Dr. Sudhof contends that Cell Biotech lacks standing to pursue this action because Cell Biotech is 6 not in privity of contract with Dr. Sudhof. Dkt. No. 5 at 4-6. “Privity of contract is a doctrine of 7 contract law that states that only parties to a contract, hence those in privity to it, have rights or 8 liabilities under the contract.” Fabrinet USA, Inc. v. Micatu, Inc., No. 20-cv-00382-VKD, 2020 9 WL 3414657, at *3 (N.D. Cal. June 22, 2020) (quoting McCormick v. U.S. Bank, N.A., No. 12-cv- 10 00433 AJB (WMC), 2012 WL 12869274, at *4 (S.D. Cal. Oct. 30, 2012)). “Absent exceptions to 11 the general rule, privity of contract is a necessary element of a contract claim.” Id. (citation 12 omitted). 13 Dr. Sudhof argues that Cell Biotech is not in privity of contract because it was not a party 14 to the MOU. Dkt. No. 5 at 4-6. The complaint alleges that Cell Biotech changed its name from 15 “Dongguan Cell Biotechnology Ltd.” to “Guangdong Cell Biotechnology Ltd.” in 2020, and that it 16 is the same entity that is a party to the MOU. See Dkt. No. 1, Ex. A ¶ 5. Dr. Sudhof contends that 17 Cell Biotech must prove that it is not “a separate legal entity” from the entity named in the MOU, 18 such as by alleging that the entities have the same registration number or that there was an 19 assignment of contractual rights. Dkt. No. 5 at 5. Cell Biotech responds that it merely changed its 20 name which did not affect its corporate identity or alter any of its contractual rights or obligations. 21 Dkt. No. 10 at 4-6. 22 The Court agrees with Cell Biotech that a mere name change typically does not alter 23 corporate identity. See AmTrust Int’l Underwriters DAC v. 180 Life Scis. Corp., 670 F. Supp. 3d 24 930, 939-41 (N.D. Cal. 2023) (holding that entity was covered by insurance policies that it had 25 executed under its previous name); Abbott Bldg. Corp. v. United States, 951 F.2d 191, 196 (9th 26 Cir. 1991) (“[T]here is no support for the proposition that a change of name results in a change of 27 1 entity.”); Carl Zeiss Vision GmbH v. Signet Armorlite, Inc., No. 09-cv-0657 DMS (POR), 2009 2 WL 10725774, at *2 (S.D. Cal. July 28, 2009) (“[T]he change of a corporation’s name is not a 3 change of the identity of a corporation and has no effect on the corporation’s property, rights, or 4 liabilities.”) (internal quotation marks and citation omitted); U.S. for Integrated Energy, LLC v. 5 Siemens Gov’t Techs., Inc., No. 15-cv-01534-JVS-DFM, 2016 WL 11743177, at *3 (C.D. Cal. 6 Mar. 22, 2016) (“Name changes do not affect a company’s rights and abilities.”). More 7 importantly, Cell Biotech has adequately alleged that it is in privity of contract with Dr. Sudhof 8 because it alleges it is the same as the entity that is a party to the contract. None of Dr. Sudhof’s 9 cited cases support the proposition that Cell Biotech must provide evidentiary support for these 10 allegations at the pleading stage or that the complaint’s allegations are insufficient as a matter of 11 law to establish that Cell Biotech has standing to assert its breach of contract claim. 12 Accordingly, the Court denies Dr. Sudhof’s motion to dismiss based on lack of standing. 13 C. Rule 12(b)(6): Failure to State a Claim 14 1. Claim 1: breach of contract 15 Cell Biotech asserts a claim for breach of contract. Dkt. No. 1, Ex. A ¶¶ 7-23. To state a 16 claim for breach of contract, Cell Biotech must plausibly allege (1) the existence of a contract with 17 Dr. Sudhof, (2) Cell Biotech’s performance or excuse for nonperformance, (3) Dr. Sudhof’s 18 breach, and (4) resulting damages to Cell Biotech. Oasis W. Realty, LLC v. Goldman, 51 Cal. 4th 19 811, 821 (Cal. 2011).5 Fairly read, the complaint alleges that the MOU is a contract between Cell 20 Biotech and Dr. Sudhof; on two occasions, Cell Biotech paid $50,000 to Dr. Sudhof as 21 remuneration pursuant to Article 5 of the MOU; Dr. Sudhof breached Article 7 of the MOU by 22 failing to disclose a conflict of interest; and Dr. Sudhof’s breach caused irreparable harm to Cell 23 Biotech’s business operations, competitive position, and goodwill. Dkt. No. 1, Ex. A ¶¶ 11, 13, 24 17-22. 25

26 5 The Court assumes that Cell Biotech’s claims are defined by California law because “a federal court exercising jurisdiction over non-federal claims must usually apply the substantive law of the 27 state in which it sits.” Yount v. Acuff Rose-Opryland, 103 F.3d 830, 836 n.6 (9th Cir. 1 Dr. Sudhof moves to dismiss Cell Biotech’s breach of contract claim on the following 2 grounds: (1) plaintiff fails to adequately plead the terms of the contract; (2) the contract 3 terminated in 2018; (3) plaintiff fails to allege Dr. Sudhof’s breach; and (4) the contract violates 4 the statute of frauds. See Dkt. No. 5 at 6-10. 5 a. Pleading contract terms; statute of frauds 6 First, citing Twaite v. Allstate Ins. Co., 216 Cal. App. 3d 239, 252-53 (Cal. Ct. App. 1989), 7 Dr. Sudhof argues that Cell Biotech fails to allege the terms of a contract because the complaint 8 does not attach the MOU or quote the MOU’s terms verbatim. Dkt. No. 5 at 8-9. The authority 9 on which Dr. Sudhof relies is inapposite. Twaite concerns pleading standards in California state 10 court, “whereas in federal court, ‘pleading is governed by Rule 8 of the Federal Rules of Civil 11 Procedure, not by State procedural requirements.’” See Fabrinet USA, Inc., 2020 WL 3414657, at 12 *4 (quoting Salenfriend v. Green Tree Servicing, LLC, No. 14-cv-03251 (EDL), 2014 WL 13 12647745, at *2 (N.D. Cal. Sept. 24, 2014)); see also Berk v. Choy, No. 24-440, 2026 WL 14 135974, at *3-4 (U.S. Jan. 20, 2026) (citation omitted) (reversing dismissal of case for failure to 15 comply with Delaware’s affidavit of merit requirement for medical malpractice complaints 16 because Rule 8 establishes “implicitly, but with unmistakable clarity . . . that evidence of the claim 17 is not required” and “sets a ceiling on the information that plaintiffs can be required to provide 18 about the merits of their claim”). “Federal law does not require [a] [p]laintiff to recite the contract 19 terms verbatim or to attach a copy of the contract to the complaint.” Securimetrics, Inc. v. 20 Hartford Cas. Ins. Co., No. 05-cv-00917-CW, 2005 WL 1712008, at *2 (N.D. Cal. July 21, 2005). 21 Instead, a plaintiff may plead the legal effect of the contract. Id.; Salenfriend, 2014 WL 22 12647745, at *2. “Allegations that meet the notice-pleading standards of Rule 8 will suffice.” 23 Qingdao Tang-Buy Int’l Imp. & Exp. Co., Ltd. v. Preferred Secured Agents, Inc., No. 15-cv- 24 00624-LB, 2016 WL 6524396, at *3-4 (N.D. Cal. Nov. 3, 2016) (citation omitted) (holding 25 plaintiff sufficiently pled a contract by its legal effect because it gave defendant “reasonable notice 26 of the nature of the contract claims against him, the breach . . . , and the resulting damages”). 27 Cell Biotech’s pleading satisfies the requirements of Rule 8. The complaint alleges that 1 serve as Cell Biotech’s Chief Scientific Advisor and to provide advice to Cell Biotech and its 2 scientific projects; Dr. Sudhof agreed to disclose any potential conflicts of interests; and Cell 3 Biotech agreed to pay Dr. Sudhof remuneration in exchange. Dkt. No. 1, Ex. A ¶¶ 11-13, 17; see 4 Grouse River Outfitters Ltd v. NetSuite, Inc., No. 16-cv-02954-LB, 2016 WL 5930273, at *13 5 (N.D. Cal. Oct. 12, 2016) (citation omitted) (while plaintiff “could have done more . . . to show 6 how specific items in its complaint indeed suffice to establish the elements of its prima facie 7 contract claim” and “specificity will at some point be necessary,” plaintiff had “identified the 8 ‘substance of [the] relevant terms,’ and the ‘material obligation[s]’ that it believes were breached” 9 for purposes of Rules 8 and 12(b)(6)); Salenfriend, 2014 WL 12647745, at *2 (plaintiff adequately 10 alleged “legal effect” by alleging defendant breached a forbearance agreement by refusing 11 plaintiff’s first two payments made pursuant to that agreement which resulted in plaintiff not 12 receiving a loan modification and the creation of an arrearage). 13 Second, Dr. Sudhof contends that the alleged contract violates the statute of frauds because 14 the complaint does not attach the written contract. Dkt. No. 5 at 10. “This argument conflates the 15 statute of frauds with pleading standards.” Salenfriend, 2014 WL 12647745, at *2. That Cell 16 Biotech alleges the MOU was in writing is sufficient to satisfy the statute of frauds. Id. 17 Accordingly, the Court concludes that the complaint adequately pleads the terms of the 18 alleged contract. 19 b. Termination of contract 20 Dr. Sudhof argues that the complaint’s factual allegations “conclusively show” that the 21 contract terminated in 2018. Dkt. No. 5 at 9. However, the complaint does not allege a definite 22 duration for the contract. See generally Dkt. No. 1, Ex. A. Rather, the complaint alleges that the 23 MOU states that Dr. Sudhof would serve as Cell Biotech’s Chief Scientific Advisor and “provide 24 advice to [p]laintiff and its scientific projects.” Id. ¶ 12. Nothing in the complaint supports Dr. 25 Sudhof’s argument that his attendance of two events in 2018 and Cell Biotech’s payments to him 26 constitute “full performance” that terminated the MOU in 2018. See Dkt. No. 5 at 9. 27 c. Breach 1 contract. He argues that the complaint does not identify a specific contractual provision that he 2 breached, and he argues that his identification as an advisor to Wanhai is insufficient to support a 3 claim of breach. Dkt. No. 5 at 9-10. Cell Biotech responds that the complaint specifically alleges 4 that Dr. Sudhof breached Article 7 of the MOU, which requires disclosure of conflicts of interest, 5 and that by engaging with Wanhai during and around the same time that Cell Biotech appointed 6 Dr. Sudhof as its Chief Scientific Advisor, Dr. Sudhof had a conflict of interest which he did not 7 disclose to Cell Biotech. Dkt. No. 10 at 7; see also Dkt. No. 1, Ex. A ¶ 20 (alleging that Wanhai’s 8 website lists Dr. Sudhof as a Chief Scientific Advisor). 9 Taking the complaint’s allegations as true and construing them in the light most favorable 10 to Cell Biotech, the Court agrees with Cell Biotech that the complaint adequately alleges Dr. 11 Sudhof’s breach of Article 7 of the MOU. At the pleading stage, Cell Biotech is not required to 12 “attach the webpage, a screenshot, a URL, the date of the alleged posting, who authored it, or any 13 of the actual language purportedly used,” as Dr. Sudhof contends. See Berk, 2026 WL 135974, at 14 *5 (rejecting application of state law’s heightened pleading standard in federal court because “the 15 Federal Rules already prescribe a mechanism for putting a plaintiff to his proof: a motion for 16 summary judgment.”). 17 For purposes of the motion to dismiss, the Court concludes that Cell Biotech has pled 18 sufficient facts establishing a plausible claim for breach of contract. Dr. Sudhof’s motion to 19 dismiss Cell Biotech’s breach of contract claim is denied. 20 2. Claim 2: breach of the implied covenant of good faith and dealing 21 Cell Biotech alleges that the MOU imposed on Dr. Sudhof an implied duty to act fairly and 22 in good faith. Dkt. No. 1, Ex. A ¶ 25. Cell Biotech claims that Dr. Sudhof breached this implied 23 duty through his undisclosed engagements with Wanhai which deprived Cell Biotech of the 24 benefits under the MOU and caused irreparable harm to its business operations, competitive 25 position, and goodwill. Id. Dr. Sudhof argues that Cell Biotech’s claim for breach of the implied 26 covenant of good faith and fair dealing should be dismissed as duplicative of its breach of contract 27 claim. Dkt. No. 5 at 10-12. 1 dealing.” Stewart v. Screen Gems-EMI Music, Inc., 81 F. Supp. 3d 938, 965 (N.D. Cal. 2 2015) (citing Foley v. Interactive Data Corp., 47 Cal. 3d 654, 683-84 (Cal. 1988)). “Simply 3 stated, the burden imposed is that neither party will do anything which will injure the right of the 4 other to receive the benefits of the agreement. Or, to put it another way, the implied covenant 5 imposes upon each party the obligation to do everything that the contract presupposes they will do 6 to accomplish its purpose.” Careau & Co. v. Sec. Pac. Bus. Credit, Inc., 222 Cal. App. 3d 1371, 7 1393 (Cal. Ct. App. 1990) (citations and quotations omitted). “The precise nature and extent of 8 the duty imposed . . . will depend on the contractual purposes.” Id. (citation and quotations 9 omitted). “If the allegations do not go beyond the statement of a mere contract breach and, relying 10 on the same alleged acts, simply seek the same damages or other relief already claimed in a 11 companion contract cause of action, they may be disregarded as superfluous as no additional claim 12 is actually stated.” Id. at 1395. 13 The Court agrees with Dr. Sudhof that, as currently pled, Cell Biotech’s allegations of 14 breach of the implied covenant for good faith and fair dealing are coextensive with its allegations 15 for breach of contract. Compare Dkt. No. 1, Ex. A ¶¶ 21-22 (“Defendant never informed Plaintiff 16 of his engagement with Wanhai, in violation of the conflict-of-interest provisions of the 17 Agreement. Defendant’s conduct constitutes a breach of contract under California law or, if 18 applicable, under the laws of People’s Republic of China. Defendant’s malicious breach has 19 caused, and continues to cause, irreparable harm to Plaintiffs’ business operations, competitive 20 position, and goodwill.”) with id. ¶ 25 (“Defendant’s actions, including his undisclosed 21 engagements with Wanhai, deprived Plaintiff of the benefits under Agreement. Defendant’s 22 willful and malicious conduct has caused, and continues to cause, irreparable harm to Plaintiffs’ 23 business operations, competitive position, and goodwill, and thereby constituting a breach of 24 implied covenant of good faith and fair dealing under California law or, if applicable, under the 25 laws of People’s Republic of China.”). These allegations are virtually identical and the claims 26 seek the same relief. See id. ¶¶ 23, 26. 27 At the January 20, 2026 hearing, Cell Biotech’s counsel advised that Cell Biotech does not 1 Accordingly, the Court grants the motion to dismiss claim 2 as unopposed. 2 IV. MOTION TO STRIKE 3 Dr. Sudhof asks the Court strike parts of paragraphs 2, 22, 23, 25, and 26 in the body of the 4 complaint and paragraphs (i), (iii), and (iv) in the prayer for relief to the extent these paragraphs 5 reference the “laws of the People’s Republic of China” and to the extent they seek specific 6 performance, punitive damages, and attorneys’ fees. Dkt. No. 6. Cell Biotech opposes the motion 7 on the grounds that Dr. Sudhof fails to identify any “redundant, immaterial, impertinent, or 8 scandalous” material that warrants striking. Dkt. No. 12. 9 The Court agrees with Cell Biotech. Although the motion recites the Rule 12(f) legal 10 standard, Dr. Sudhof does not argue that any of the identified paragraphs are “redundant, 11 immaterial, impertinent, or scandalous.” See generally Dkt. No. 6. Rather, the motion is premised 12 on the arguments that (1) Cell Biotech improperly presumes the Court to “be acquainted with, or 13 to have judicial knowledge” of Chinese laws and (2) Cell Biotech is not entitled to attorneys’ fees, 14 punitive damages, or specific performance and that the complaint. Id. at 3-6. 15 First, the complaint does not assume that the Court is “acquainted with” foreign laws; it 16 merely pleads that foreign laws may be applicable. See Dkt. No. 1, Ex. A ¶ 2 (“This action arises 17 under the contract laws of the state of California or, if applicable, under the People’s Republic of 18 China (‘PRC’).”); Dkt. No. 12 at 2 (“Plaintiff submits that California law governs this dispute. In 19 an abundance of caution to preserve all rights, Plaintiff alternatively pleads its claims under PRC 20 law should the Court ultimately determine that PRC law applies.”). The Court finds that this 21 material is not “redundant, immaterial, impertinent, or scandalous” such that it must be stricken. 22 Second, the Court declines to strike the paragraphs of the complaint relating to Cell 23 Biotech’s prayers for relief as Rule 8 “expressly recognizes that a party’s demand for relief ‘may 24 include relief in the alternative or different types of relief.’” Microsoft Corp. v. Hon Hai Precision 25 Indus. Co., No. 19-cv-01279-LHK, 2019 WL 3859035, at *3 (N.D. Cal. Aug. 16, 2019) (quoting 26 Fed. R. Civ. P. 8(a)(3)) (denying motion to strike prayers for relief in breach of contract case); see 27 also Rees v. PNC Bank, N.A., 308 F.R.D. 266, 274-75 (N.D. Cal. 2015) (denying motion to strike 1 punitive damages against a corporation under Cal. Civ. Code § 3294(b)); Platte Anchor, 352 F. 2 Supp. 2d at 1058 (denying motion to strike in part because movant “failed to show any possible 3 || prejudice that would result from allowing the prayer for attorney fees to remain”). 4 Because it is not clear that the paragraphs at issue “have no possible bearing on the subject 5 of the litigation,” and because motions to strike are disfavored, the Court denies Dr. Sudhof’s 6 || motion to strike. See Platte Anchor, 352 F. Supp. 2d at 1057; Whittlestone, Inc. v. Handi-Craft 7 Co., 618 F.3d 970, 974-75 (9th Cir. 2010) (“Rule 12(f) does not authorize district courts to strike 8 claims for damages on the ground that such claims are precluded as a matter of law.”). 9 || V. CONCLUSION 10 For the reasons explained above, the Court grants in part and denies in part Dr. Sudhof’s 1] motion to dismiss, and denies Dr. Sudhof’s motion to strike. It is ordered that: 12 (1) Cell Biotech’s breach of contract claim (claim 1) is not dismissed. 13 (2) Cell Biotech’s breach of the implied covenant of good faith and fair dealing (claim 2) 14 is dismissed. IT IS SO ORDERED. a 16 || Dated: February 20, 2026

UniajuinX%, DeDarche Z 18 Virginia K. DeMarchi 19 United States Magistrate Judge 20 21 22 23 24 25 26 27 28