Jacque Chokrola Ojadidi v. More Commerce, Inc., et al.

Opinion

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 FOR THE EASTERN DISTRICT OF CALIFORNIA 10 11 JACQUE CHOKROLA OJADIDI, Case No. 2:25-cv-3360-DJC-JDP (PS) 12 Plaintiff, 13 v. ORDER; FINDINGS AND RECOMMENDATIONS 14 MORE COMMERCE, INC., et al.,

15 Defendants. 16 17 Plaintiff Ojadidi, proceeding pro se, brings this action against defendant More Commerce, 18 Inc. for fraud and breach of contract. Defendant now moves to dismiss on the basis that plaintiff 19 lacks standing. For the reasons discussed below, I recommend that defendant’s motion be 20 granted and that the first amended complaint be dismissed without leave to amend. 21 Background 22 Plaintiff is the sole owner and operator of JMGJ Inc., a California corporation. ECF No. 4 23 ¶ 6; ECF No. 10 at 3. Defendant More Commerce, Inc. is a dissolved Delaware corporation that 24 facilitated online sales between merchants and customers. ECF No. 4 ¶ 7. Plaintiff alleges that 25 defendant “systemically underpaid” him and other merchants. Id. ¶ 14. During the 2024 holiday 26 season, defendant “ceased all payments to Plaintiff while continuing to sell his inventory and 27 collect customer payments.” Id. ¶ 15. In January 2025, defendant announced its dissolution. Id. 28 ¶ 16. Plaintiff alleges that defendant continues to refuse payment to JMGJ for its outstanding 1 debts. Id. ¶ 18. 2 Plaintiff initiated this action in November 2025 and filed the first amended complaint later 3 that month.1 ECF Nos. 1 & 4. Defendant now moves to dismiss the first amended complaint on 4 the basis that plaintiff lacks standing because any alleged harm was suffered by JMGJ, not 5 plaintiff. ECF No. 8. 6 Legal Standard 7 “Standing is the threshold issue of any federal action, a matter of jurisdiction because ‘the 8 core component of standing is an essential and unchanging part of the case-or-controversy 9 requirement of Article III.’” Employers-Teamsters Local Nos. 175 & 505 Pension Tr. Fund v. 10 Anchor Cap. Advisors, 498 F.3d 920, 923 (9th Cir. 2007) (quoting Lujan v. Defs. of Wildlife, 504 11 U.S. 555, 561 (1992)). As a jurisdictional requirement, standing is properly addressed in a 12 motion under Federal Rules of Civil Procedure 12(b)(1), White v. Lee, 227 F.3d 1214, 1242 (9th 13 Cir. 2000), and establishing it is the plaintiff’s burden, Kokkonen v. Guardian Life Ins. Co. of 14 Am., 511 U.S. 375, 377 (1994). 15 A jurisdictional challenge under Rule 12(b)(1) of the Federal Rules of Civil Procedure can 16 be facial or factual. Safe Air for Everyone v. Meyer, 373 F.3d 1035, 1039 (9th Cir. 2004). In a 17 facial challenge, the moving party “accepts the truth of the . . . allegations [supporting federal 18 jurisdiction] but asserts that they ‘are insufficient on their face to invoke federal jurisdiction.’” 19 Leite v. Crane Co., 749 F.3d 1117, 1121 (9th Cir. 2014) (quoting Safe Air, 373 F.3d at 1039). 20 Discussion 21 Defendant asserts a facial challenge to jurisdiction, arguing that plaintiff lacks standing 22 because any alleged injury was suffered by JMGJ, not plaintiff. ECF No. 8 at 12. Plaintiff 23

24 1 Plaintiff also brings this action against defendants Michael Schnapf and Richard Starr, both of whom have not yet appeared. See ECF No. 4 ¶¶ 8-9. Plaintiff has filed a motion for 25 authorization of alternative service on these defendants. ECF No. 6. However, I recommend that the first amended complaint also be dismissed as to defendants Schnapf and Starr. See Silverton 26 v. Dep’t of Treasury, 644 F.2d 1341, 1345 (9th Cir.1981) (“A [d]istrict [c]ourt may properly on 27 its own motion dismiss an action as to defendants who have not moved to dismiss where such defendants are in a position similar to that of moving defendants.”). Accordingly, I will deny 28 plaintiff’s motion as moot. 1 counters that he has “personally suffered direct injury.”2 ECF No. 10 at 7. 2 To establish Article III standing, plaintiff must show (1) an injury-in-fact that is both 3 (2) causally connected to defendant’s challenged conduct and (3) likely to be “redressed by a 4 favorable decision.” Lujan, 504 U.S. at 560-61 (internal citations and quotation marks omitted). 5 The injury-in-fact must be both “concrete and particularized” and “actual or imminent, not 6 conjectural or hypothetical.” Id. at 560 (internal citations and quotation marks omitted). “The 7 party invoking federal jurisdiction bears the burden of establishing these elements.” Id. at 561. 8 “Generally, a shareholder does not have standing to redress an injury to the corporation.” 9 Shell Petroleum, N.V. v. Graves, 709 F.2d 593, 595 (9th Cir. 1983) (citing Sherman v. British 10 Leyland Motors, Ltd., 601 F.2d 429, 439-40 (9th Cir. 1979) (holding that the sole shareholder did 11 not have standing)). “To have standing to maintain an action, a shareholder must assert more 12 than personal economic injury resulting from a wrong to the corporation.” Id. Instead, the 13 shareholder “must be injured directly and independently of the corporation.” Id. 14 Here, plaintiff does not have standing to redress an injury to JMGJ. As plaintiff stated in 15 his communications with defendant, his claims stem from an outstanding debt owed to JMGJ, not 16 him. See ECF No. 4 at 52. Plaintiff states in that communication that “[o]ur business has been 17 significantly negatively impacted by this outstanding debt. The lack of income from More 18 commerce, Inc. has disrupted our cash flow and has had a detrimental effect on our overall 19 business structure.” Id. Defendant’s CEO confirms that defendant “has no record of making 20 payment or owing money to Plaintiff (Jacque Chokrola Ojadidii) as an individual.” ECF No. 8-1 21 at 2. Instead, defendant received a claim from JMGJ. Id. Plaintiff lacks standing because he 22 fails to show that he was “injured directly and independently of the corporation.” See Shell 23 Petroleum, 709 F.2d at 595. 24

25 2 As an initial matter, plaintiff argues that, because of a prior state action, defendant’s motion should be denied based on judicial estoppel. See ECF No. 10 at 23-24. However, that 26 prior action did not involve defendant More Commerce; instead, it involved plaintiff and 27 defendant Michael Schnapf, who has yet to appear. See ECF No. 10 at 44-51. Moreover, plaintiff only provides that the state court held that it lacked personal jurisdiction over Schnapf. 28 Id. at 51. Accordingly, plaintiff’s argument is misplaced. 1 Plaintiff’s arguments to the contrary are unpersuasive. Plaintiff first asserts that defendant 2 communicated “directly to his personal email.” ECF No. 10 at 7. But plaintiff acknowledges that 3 he “provided his personal email address during registration” on defendant’s website.” See id. at 4 8. Plaintiff provides no basis for his argument that communications being sent to his personal 5 email address establish that his harm is independent of JMGJ’s. 6 Next, plaintiff argues that he suffered “profession-specific reputational harm” and that the 7 harm is personal “in his capacity as a journalist and public-facing e-commerce merchant.” ECF 8 No. 10 at 7. Plaintiff cites two cases for this proposition. See ECF No. 10 at 8 (citing Doe v. 9 Unocal Corp., 248 F.3d 915, 919 (9th Cir. 2001) and Smith v. Arthur Andersen LLP, 421 F.3d 10 989, 1002 (9th Cir. 2005)). However, as defendant points out, neither case stands for this 11 proposition; indeed, neither case addresses the consideration of whether personal reputational 12 harm establishes an independent injury for purposes of standing. See ECF No. 11 at 2-3; Doe, 13 248 F.3d at 931 (holding that the court lacked personal jurisdiction); Smith, 421 F.3d at 1006 14 (holding that a bankruptcy trustee had standing to pursue particular claims). 15 On the contrary, “[c]ourts have rejected individual standing based on reputational fallout 16 or lost business opportunities where the alleged injury flows from harm to a corporate entity.” 17 Kenney v. Wells Fargo Bank, N.A., 791 F. Supp. 3d 1163, 1168 (C.D. Cal. 2025). To the extent 18 that plaintiff has suffered reputational harm, such harm “flows from harm” to JMGJ and thus 19 cannot establish his standing. See id. 20 Lastly, plaintiff argues that he has standing because defendant breached a duty owed 21 directly to him that was independent of any duty owed to JMGJ. ECF No. 10 at 10 (citing 22 Abrams v. Donati, 66 N.Y.2d 951, 953 (1985) (“Exceptions to that rule have been recognized 23 when the wrongdoer has breached a duty owed to the shareholder independent of any duty owing 24 to the corporation wronged.”)). Plaintiff states that defendant’s duty to him stemmed from 25 personal communications to his email. Id. at 10-11. However, as noted, plaintiff’s personal 26 email was used for the purposes of JMGJ, and defendant’s communications to that email 27 concerned JMGJ’s business. As such, plaintiff does not establish that defendant “breached a duty 28 1 | owed to the shareholder independent of any duty owing to the corporation wronged.” See 2 | Abrams, 66 N.Y.2d at 953. 3 Plaintiff fails to “assert more than personal economic injury resulting from a wrong to” 4 | JMGJ. See Shell Petroleum, 709 F.2d at 595. Consequently, he fails to satisfy his burden of 5 | establishing his standing. See Lujan, 504 USS. at 561. 6 Accordingly, it is hereby ORDERED that plaintiff's motion for authorization of 7 | alternative service, ECF No. 6, is DENIED as moot. 8 Further, it is hereby RECOMMENDED that: 9 1. Defendant More Commerce, Inc.’s motion to dismiss, ECF No. 8, be GRANTED. 10 2. Plaintiff's first amended complaint, ECF No. 4, be DISMISSED without leave to 11 | amend. 12 3. The Clerk of Court be ordered to enter judgment accordingly and close this case. 13 These findings and recommendations are submitted to the United States District Judge 14 | assigned to the case, pursuant to the provisions of 28 U.S.C. § 636(b)(1). Within fourteen days 15 | after being served with these findings and recommendations, any party may file written 16 | objections with the court and serve a copy on all parties. Such a document should be captioned 17 | “Objections to Magistrate Judge’s Findings and Recommendations.” Any response to the 18 | objections shall be served and filed within fourteen days after service of the objections. The 19 | parties are advised that failure to file objections within the specified time may waive the right to 20 | appeal the District Court’s order. Turner v. Duncan, 158 F.3d 449, 455 (9th Cir. 1998); Martinez 21 | v. Yist, 951 F.2d 1153 (9th Cir. 1991). 22 73 IT IS SO ORDERED. 24 ( q Sty — Dated: _ July 9, 2026 A——— 25 JEREMY D. PETERSON UNITED STATES MAGISTRATE JUDGE

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