Yan-Tao Li v. Jie Suo, et al.

• Court: District Court, N.D. California
• Decided: January 27, 2026
• Docket: 3:24-cv-05055
• Status: Unknown

Opinion

1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 YAN-TAO LI, Case No. 24-cv-05055-AMO

8 Plaintiff, ORDER GRANTING MOTION TO 9 v. DISMISS SECOND AMENDED COMPLAINT 10 JIE SUO, et al., Re: Dkt. No. 24 Defendants. 11

12 13 This suit alleges that Defendants Roger Anderson, Trustee of the RWA Trust Dated March 14 14, 2014, FCI Lender, Inc., and California TD Specialists improperly relied on a void power of 15 attorney when foreclosing on Plaintiff Yan-Tao Li’s home. Before the Court is Defendant Roger 16 Anderson’s, Trustee of the RWA Trust Dated March 14, 2014, (“Anderson”) motion to dismiss 17 Li’s second amended complaint. Having read the parties’ papers and carefully considered their 18 arguments and the relevant legal authority, and good cause appearing, the Court GRANTS the 19 motion to dismiss without leave to amend, for the following reasons. 20 I. BACKGROUND1 21 In 2016, Jie Suo helped Li – a resident of China – in the homebuying process, and with her 22 assistance, Li purchased a house in Pittsburg, California. Second Amended Complaint (“SAC”) 23 (Dkt. No. 23) ¶¶ 13-17. Shortly thereafter, while Li was at the airport preparing to board his 24 return flight to China, he signed a power of attorney at Suo’s instruction. Id. ¶¶ 17-19. The power 25 of attorney Li signed appointed Suo as his agent and attorney-in-fact, but Li believed he was 26

27 1 These facts are drawn from the allegations in Li’s second amended complaint, which the Court 1 signing a document that would only authorize Suo to set up utilities, pay property taxes and other 2 bills, and manage his house. Id. ¶¶ 17-20. Acting under the power of attorney, Suo took out a 3 $560,000 loan (“Anderson Loan”) from Anderson, which was secured by a deed of trust against 4 Li’s house. Id. ¶ 24. This loan was used to pay off a previous loan in the amount of $400,000, 5 which Suo had taken out against the house on Li’s behalf. Id. ¶¶ 21-24, 26. Upon learning of the 6 Anderson Loan, and at the advice of an attorney, Li made payments to cover delinquent interest 7 and penalties on the Anderson Loan, in an attempt to avoid losing his house to foreclosure. Id. 8 ¶¶ 43-48. In February 2024, when the Anderson Loan came due, Li refused to pay it. Id. ¶ 54. In 9 November 2024, Li’s house was sold via foreclosure auction to a third party. Id. ¶ 59. 10 On August 12, 2024, Li filed a complaint and ex parte motion for a temporary restraining 11 order and preliminary injunction (“TRO motion”). Dkt. Nos. 1, 2. On August 13, 2024, Li filed 12 an amended complaint. Dkt. No. 8. On August 15, 2024, the Court denied Li’s TRO motion 13 because Li failed to allege that Defendants acquired title absent good faith, and consequently, the 14 Court found he was unlikely to succeed on the merits. Dkt. No. 9. 15 On October 4, 2024, Anderson filed a motion to dismiss Li’s amended complaint. Dkt. 16 No. 10. On November 27, 2024, the Court issued an order to show cause why Anderson’s motion 17 should not be granted as unopposed, as Li had not filed an opposition, which was due October 18, 18 2024. Dkt. No. 15. On December 20, 2024, Li filed a response to the show cause order, Dkt. No. 19 16, and an opposition to Anderson’s motion to dismiss, Dkt. No. 17. On December 27, 2024, 20 Anderson filed a reply in support of the motion to dismiss. Dkt. No. 18. On May 8, 2025, the 21 Court granted Anderson’s motion to dismiss with leave to amend because “Li [] failed to allege 22 that Anderson acquired title absent good faith.” Dkt. No. 20 at 3. On June 5, 2025, Li filed a 23 second amended complaint. Dkt. No. 21. On June 20, 2025, Anderson filed a motion to dismiss 24 or alternatively for a more definite statement. Dkt. No. 24. On July 7, 2025, Li filed an 25 opposition. Dkt. No. 25. On July 14, 2025, Anderson filed a reply in support of his motion to 26 dismiss. Dkt. No. 26. 27 II. LEGAL STANDARD 1 statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). A 2 complaint that fails to meet this standard may be dismissed pursuant to Federal Rule of Civil 3 Procedure 12(b)(6). To overcome a Rule 12(b)(6) motion to dismiss, the factual allegations in the 4 plaintiff’s complaint “‘must . . . suggest that the claim has at least a plausible chance of 5 success.’” Levitt v. Yelp! Inc., 765 F.3d 1123, 1135 (9th Cir. 2014) (quoting In re Century 6 Aluminum Co. Sec. Litig., 729 F.3d 1104, 1107 (9th Cir. 2013) (alterations in original)). “[T]he 7 non-conclusory ‘factual content’ and reasonable inferences from that content must be plausibly 8 suggestive of a claim entitling the plaintiff to relief.” Moss v. U.S. Secret Service, 572 F.3d 962, 9 969 (9th Cir. 2009). Where a plaintiff “alleg[es] fraud or mistake,” the complaint must “state with 10 particularity the circumstances constituting fraud,” Fed. R. Civ. P. 9(b), i.e., “[a]verments of fraud 11 must be accompanied by the ‘who, what, when, where, and how’ of the misconduct charged,” Vess 12 v. Ciba–Geigy Corp. USA, 317 F.3d 1097, 1106 (9th Cir. 2003). In ruling on a motion to dismiss, 13 courts “accept factual allegations in the complaint as true and construe the pleadings in the light 14 most favorable to the nonmoving party.” Manzarek, 519 F.3d at 1031 (citation omitted). Though 15 entitled to a generous reading of the complaint, an unrepresented plaintiff must still meet these 16 pleading standards. See Hughes v. Rowe, 449 U.S. 5, 9-10 (1980); see also Hearns v. Terhune, 17 413 F.3d 1036, 1040 (9th Cir. 2005); Feathers v. SEC, No. 22-cv-05756-JD, 2022 WL 17330840, 18 at *1 (N.D. Cal. Nov. 29, 2022). 19 III. DISCUSSION 20 Drawing all reasonable inferences in Li’s favor, the Court finds that Li’s amended 21 complaint fails to state a claim against Anderson for which he may be entitled to relief. Li brings 22 claims for (1) wrongful foreclosure, (2) cancellation of instruments, (3) slander of title, (4) 23 declaratory relief, (5) violation of California Civil Code Sections 2923.5 and 2924, (6) fraud, (7) 24 conversion, (8) unjust enrichment, and (9) respondeat superior. Anderson argues that Li fails to 25 state a claim upon which relief can be granted because he fails to sufficiently allege (1) that 26 Anderson was not acting in good faith when relying on the power of attorney Li granted Suo or (2) 27 that the power of attorney was void. See generally Dkt. Nos. 24, 26. Each argument is discussed 1 A. Good Faith 2 California Probate Code Section 4303 “provides immunity from liability” to third persons 3 who rely in good faith on a facially valid power of attorney. Kaneko v. Yager, 120 Cal. App. 4th 4 970, 973 (2004). In his complaint, Li asserts that Suo had to “offer a cut or share of loan proceeds 5 to RWA’s agents” to convince Anderson to extend a loan. SAC ¶ 24. He further states that 6 “RWA’s agents were aware of the suspicious circumstances” and that they pushed through the 7 loan because they were “promise[d] a cut or share of the proceeds[.]” Id. ¶ 25. Li appears to 8 contend that Anderson or his agents were not acting in good faith in relying on the power of 9 attorney because they were bribed into extending a loan. See id. ¶¶ 79, 91. However, this 10 averment is not supported by any factual content from which the Court could reasonably draw the 11 inference that Anderson or his agents were bribed by Suo. Ashcroft v. Iqbal, 556 U.S. 662, 664 12 (2009) (“While legal conclusions can provide the complaint’s framework, they must be supported 13 by factual allegations.”). Thus, Li has not alleged sufficient facts to show that Anderson or his 14 agents were bribed or otherwise failed to act in good faith in relying on the facially valid power of 15 attorney. Li has therefore failed to meet his burden of showing that the immunity provision in 16 California Probate Code Section 4303 does not apply to Anderson. 17 Moreover, because Li brings a specific claim for fraud against Anderson, and his 18 allegations in general sound in fraud, see, e.g., SAC ¶¶ 63, 67, 74-75, 77, his allegations are 19 subject to the heightened pleading standard of Federal Rule of Civil Procedure 9(b). See Vess, 20 F.3d at 1103-1104. “Rule 9(b) does not allow a complaint to . . . lump multiple defendants 21 together but require[s] plaintiffs to differentiate their allegations when suing more than one 22 defendant.” Destfino v. Reiswig, 630 F.3d 952, 958 (9th Cir. 2011) (citation and quotation marks 23 omitted). To state a claim against Anderson, Li must allege with particularity the circumstances 24 surrounding Anderson’s alleged fraudulent conduct – not simply the alleged fraudulent conduct of 25 other Defendants or third parties. See id. Li’s second amended complaint lacks this necessary 26 specificity. Indeed, the second amended complaint continues to allege very little as to Anderson, 27 besides that his agents were bribed by Suo into extending a loan. SAC ¶¶ 77, 79, 91. The 1 majority of Li’s allegations continue to relate to Suo’s alleged misconduct.2 See, e.g., SAC ¶¶ 17- 2 24, 29-35. Accordingly, the second amended complaint also fails to meet Federal Rule of Civil 3 Procedure 9(b)’s heightened pleading standard for allegations sounding in fraud. 4 B. Void Power of Attorney 5 Anderson further seeks dismissal because Li has not adequately alleged the power of 6 attorney he granted to Suo was void. Dkt. No. 24 at 9; Dkt. No. 26 at 5. Li argues that because 7 the power of attorney was void, any transactions stemming from the power of attorney are void as 8 well. See Trout v. Taylor, 220 Cal. 652, 656 (1934) (“Numerous authorities have established the 9 rule that an instrument wholly void, such as an undelivered deed, a forged instrument, or a deed in 10 blank, cannot be made the foundation of a good title, even under the equitable doctrine of bona 11 fide purchase”). 12 Li argues that Suo’s power of attorney is void because, when signing the power of 13 attorney, Li relied on Suo’s assurance that the document granted Suo power to “set up utilities, 14 pay property tax and other bills, [and] manage the [h]ouse.” SAC ¶ 17. Li further asserts that he 15 “does not speak or read English” but that “the document he saw and signed contained very little 16 writings, and seemed consistent with [] Suo’s representation that it was only to authorize her to set 17 up utilities, pay taxes and bills, and manage the [h]ouse.” Id. ¶ 18. 18 Li compares his case to Rosenthal v. Great Western Financial Securities Corporation, 19 where the California Supreme Court held that a plaintiff had adequately alleged a contract she 20 signed was void. See Dkt. No. 25 at 8; 14 Cal. 4th at 427-428. In Rosenthal, 24 different 21 plaintiffs sought to block enforcement of an arbitration provision contained in an investment 22 account agreement each had signed. Id. at 402-403. The Rosenthal court found that most 23 plaintiffs’ contracts were not void and affirmed the principle that a party may not avoid 24 enforcement of an agreement based on alleged fraud, except where the fraud was “so fundamental 25 that they were deceived as to the basic character of the documents they signed” and deprived of “a 26 reasonable opportunity to learn the character and essential terms of the documents they signed.” 27 1 Id. at 426-28. 2 Notwithstanding that general holding, the Rosenthal court found that some plaintiffs had 3 adequately alleged the contracts they signed were void. Id. at 427-430. Li argues his case is 4 similar to that of plaintiff Greco in Rosenthal. Dkt. No. 25 at 8. Greco was not fluent in English, 5 so she had a representative read the contract at issue aloud to her daughter in English, who then 6 read the agreement to Greco in Italian. Id. at 427. Though there was an arbitration clause in the 7 agreement, the representative never mentioned arbitration. Id. The representative assured Greco 8 that the contract contained only what he had read aloud and urged her “you just need to sign.” Id. 9 Rosenthal is inapplicable here. Li does not claim Suo read the contract to him at all, much 10 less in its entirety. And unlike Greco, who was unaware she was signing an arbitration agreement, 11 Li knew he was signing a power of attorney, but he believed it was more limited than it was. SAC 12 ¶ 17. It is generally unreasonable “to neglect to read a written agreement before signing it.” 13 Rosenthal, 14 Cal.4th at 424. The Court finds that Suo has not alleged facts sufficient to 14 overcome this established principle. See id. (holding that plaintiffs who “produced evidence of 15 limited facility with English” did not show facts sufficient to make their reliance on 16 representations reasonable where plaintiffs did not read the contract at issue). Thus, Li has not 17 adequately alleged that the power of attorney he granted Suo was void. 18 Because Li has not sufficiently alleged either that (1) Anderson acted in bad faith in 19 relying upon the power of attorney or (2) that the power of attorney was void, he has failed to 20 plausibly allege that Anderson is liable for any of the claims brought against him. 21 C. Leave to Amend. 22 Finally, Anderson argues that Li’s complaint should be dismissed without leave to amend. 23 Courts dismissing a complaint for failure to state a claim should “freely give leave” to amend 24 “when justice so requires.” Fed. R. Civ. P. 15(a)(2). “[A] district court should not dismiss 25 a pro se complaint without leave to amend unless it is absolutely clear that the deficiencies of the 26 complaint could not be cured by amendment.” Akhtar v. Mesa, 698 F.3d 1202, 1212 (9th Cir. 27 2012) (quotations omitted). Li has now amended his complaint twice, and each time, he has failed ] August 15, 2024 order denying Anderson’s motion for a temporary restraining order, Dkt. No. 9, 2 || Lihas been aware that failing to plead facts showing Anderson lacked good faith left his 3 complaint deficient, but he has nonetheless failed to allege such facts. See Foman v. Davis, 371 4 |} US. 178, 182 (1962) (holding leave to amend may be denied if there is “repeated failure to cure 5 deficiencies by amendments previously allowed”). Additionally, Li conceded that his □□□□□□□ are 6 || not based on Anderson’s breaching of contract or wrongdoing.” Dkt. No 25 at 6. Further, Li 7 || admits that he knew the document he signed was a power of attorney and that he could not read it. 8 SAC 17-22. Li’s argument that the power of attorney is void therefore fails as a matter of law, 9 as his reliance on Suo’s assurances was unreasonable. See, e.g. Rosenthal, 14 Cal.4th at 423-24 10 || (“one party’s unreasonable reliance on the other’s misrepresentations resulting in a failure to read 11 a written agreement before signing it, is an insufficient basis . . . for permitting that party to avoid 12 || an... agreement”) (emphasis in original). Because Li has failed to state a claim after multiple 13 attempts to amend his complaint, further amendment would be futile. See Foman, 371 U.S. at 182 14 || (holding leave to amend may be denied due to “futility of amendment”). The Court therefore 3 15 finds that Li is not entitled to leave to amend. a 16 IV. CONCLUSION 17 For the reasons stated above, Anderson’s motion to dismiss is GRANTED without leave Zz 18 || to amend. 19 The remaining parties, Plaintiff Yan-Tao Li and Defendants FCI Lender Inc. and 20 || California TD Specialists, SHALL meet and confer and FILE a joint case management statement 21 for contemplated next steps in this matter no later than noon on February 17, 2026. The Court 22 SETS a further case management conference for February 26, 2026, at 10:00 a.m. 23 IT IS SO ORDERED. 24 || Dated: January 27, 2026 25 Mod □

ARACELI MARTINEZ-OLGUIN 27 United States District Judge 28