Opinion

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 SOUTHERN DISTRICT OF CALIFORNIA 10 11 DAVID W. HOLDEN, Case No.: 3:26-cv-00533-JES-JAC 12 Plaintiff, ORDER GRANTING MOTION TO 13 v. DISMISS 14 JPMORGAN CHASE BANK, N.A., and DOES 1 through 25, inclusive, [ECF No. 4] 15 Defendants. 16 17 18 Before the Court is Defendant JPMorgan Chase Bank, N.A.’s (“Defendant”) motion 19 to dismiss the Complaint. ECF No. 4. Plaintiff David W. Holden (“Plaintiff”) filed an 20 opposition and Defendant filed a reply. ECF Nos. 5, 7. The Court heard oral argument on 21 March 11, 2026, and took the matter under submission. ECF No. 8. For the reasons stated 22 below, the Court GRANTS the motion to dismiss without leave to amend. 23 I. BACKGROUND 24 A. Procedural Background 25 On December 17, 2025, Plaintiff filed this civil action in the San Diego Superior 26 Court alleging six causes of action: (1) negligence; (2) breach of contract; (3) breach of the 27 implied covenant of good faith and fair dealing; (4) aiding and abetting breach of fiduciary 28 duty; (5) negligent interference with prospective economic advantage; and (6) declaratory 1 relief. ECF No. 1-2 at 14-17. On January 28, 2026, Defendant removed this action to 2 federal court. See generally ECF No. 1 (“NOR”). On February 4, 2026, Defendant filed a 3 motion to dismiss. ECF No. 4. 4 B. Factual Background 5 Plaintiff was a founding member and manager of Royale Management Group, LLC 6 (“RMG”). ECF No. 1-2 (“Compl.”) ¶ 6. RMG maintained a commercial deposit account 7 with Chase Bank (the “RMG Account”). Id. ¶ 7. Plaintiff was an authorized signer on the 8 RMG Account. Id. ¶ 8. In or about January 2024, Plaintiff was removed as an authorized 9 signer of the RMG Account at the request of another RMG member. Id. ¶ 11. Plaintiff was 10 removed as an authorized signer without notice to Plaintiff. Id. Plaintiff disputed the 11 removal and demanded restoration of access. Id. ¶ 14. Defendant refused to restore 12 Plaintiff’s access and refused to produce documentation justifying its actions. Id. ¶ 15. At 13 all relevant times, the RMG Account was governed by Defendant’s Deposit Account 14 Agreement (“DAA”). Id. ¶ 17. After Plaintiff’s removal as an authorized signer from the 15 RMG Account, approximately $2,000,000 passed through the RMG Account in 16 transactions from which Plaintiff was excluded. Id. ¶ 19. At the time of Plaintiff’s removal, 17 RMG was and remains party to a $5.96 million guaranteed purchase international 18 distribution agreement. Id. ¶ 22. 19 Defendant asks the Court to consider the DAA, which includes the Business 20 Signature Card and Add Partner/Member/Manager Form between Defendant and RMG 21 under the incorporation by reference rule. ECF No. 4-1 (“Mot.”) at 10-11. Although 22 generally, the scope of review on a motion to dismiss for failure to state a claim is limited 23 to the complaint, a court may consider evidence on which the “complaint ‘necessarily 24 relies’ if: (1) the complaint refers to the document; (2) the document is central to the 25 plaintiff’s claim; and (3) no party questions the authenticity of the copy attached to the 26 12(b)(6) motion.” Marder v. Lopez, 450 F.3d 445, 448 (9th Cir. 2006) (internal citation 27 omitted). Even if a document is not attached to the complaint, it may be incorporated by 28 reference into a complaint if the plaintiff refers extensively to the document or the 1 document forms the basis of the plaintiff’s claim. Stewart v. Kodiak Cakes, LLC, 537 F. 2 Supp. 3d 1103, 1121 (S.D. Cal. 2021). 3 Here, Plaintiff’s complaint refers to the DAA between Defendant and RMG and uses 4 the DAA to form the basis of Plaintiff’s claims against Defendant. See Compl. ¶¶ 8, 17, 5 27, 30, 31, 33, 40. Further, Plaintiff does not oppose Defendant’s request. Thus, the Court 6 incorporates by reference the DAA, which includes the Business Signature Card and Add 7 Partner/Member/Manager Form between Defendant and RMG, in considering this motion. 8 The Business Signature Card lists RMG as the depositor and lists Plaintiff and two other 9 individuals as signers on the account. ECF No. 4-3 at 6. It is undisputed that the RMG 10 Account was a business account between Chase Bank and RMG. 11 II. LEGAL STANDARD 12 A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) for failure to 13 state a claim tests the legal sufficiency of a plaintiff’s claim. Navarro v. Block, 250 F.3d 14 729, 732 (9th Cir. 2001). When considering the motion, the court must accept as true all 15 well-pleaded factual allegations in the complaint. Bell Atlantic Corp. v. Twombly, 550 U.S. 16 544, 555 (2007). The court need not accept as true legal conclusions cast as factual 17 allegations. Id.; Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (“[t]hreadbare recitals of the 18 elements of a cause of action, supported by mere conclusory statements” are insufficient). 19 A complaint must “state a claim for relief that is plausible on its face.” Twombly, 20 550 U.S. at 570. To survive a motion to dismiss, a complaint must include non-conclusory 21 factual content. Id. at 555; Iqbal, 556 U.S. at 679. The facts and the reasonable inferences 22 drawn from those facts must show a plausible—not just a possible—claim for relief. 23 Twombly, 550 U.S. at 556; Iqbal, 556 U.S. at 679; Moss v. U.S. Secret Service, 572 F.3d 24 962, 969 (9th Cir. 2009). The focus is on the complaint, as opposed to any new facts alleged 25 in, for example, the opposition to a defendant’s motion to dismiss. See Schneider v. 26 California Dep’t of Corrections, 151 F.3d 1194, 1197 n.1 (9th Cir. 1998), reversed and 27 remanded on other grounds as stated in 345 F.3d 716 (9th Cir. 2003). “Determining 28 whether a complaint states a plausible claim for relief [is] . . . a context-specific task that 1 requires the reviewing court to draw on its judicial experience and common sense.” Iqbal, 2 556 U.S. at 679. The “mere possibility of misconduct” or “unadorned, the defendant- 3 unlawfully-harmed me accusation[s]” fall short of meeting this plausibility standard. Id.; 4 see also Moss, 572 F.3d at 969. 5 “[W]hen a plaintiff has claims against an unknown defendant, the plaintiff must still 6 meet federal pleading standards when alleging facts against such defendants” in federal 7 court. Lomeli v. County of San Diego, 637 F. Supp. 3d 1046, 1058 (S.D. Cal. 2022). A 8 complaint must contain “a short and plain statement of the claim showing that the pleader 9 is entitled to relief.” Fed. R. Civ. P. 8(a)(2). Plaintiffs “may refer to unknown defendants 10 as ‘Does’” at the pleading stage but Rule 8 nevertheless requires a plaintiff to “‘allege 11 specific facts showing how each particular doe defendant violated’” the plaintiff’s rights. 12 Thomas ex rel. Thomas v. County of San Diego, No. 20-cv-1979-CAB-MDD, 2021 WL 13 2715086, at *3 (S.D. Cal. July 1, 2021) (quoting Keavney v. County of San Diego, No. 19- 14 cv-01947-AJB-BGS, 2020 WL 4192286, at *4 (S.D. Cal. July 21, 2020)); see also Leer v. 15 Murphy, 844 F.2d 628, 634 (9th Cir. 1988) (plaintiff “must set forth specific facts as to each 16 individual defendant’s” wrongdoing). A district court should dismiss claims against Doe 17 defendants in a section 1983 suit when the complaint does not “even minimally explain 18 how any of the unidentified parties … personally caused a violation of [the claimant’s] 19 constitutional rights.” Estate of Serna v. County of San Diego, No. 20cv2096-LAB-MSB, 20 2022 WL 827123, at *3 (S.D. Cal. Mar. 18, 2022). 21 When a court dismisses a complaint under Rule 12(b)(6), it must then decide whether 22 to grant leave to amend. Federal Rule 15(a) provides that a district court should “freely 23 give leave [to amend] when justice so requires.” Fed. R. Civ. P. 15(a). A district court has 24 discretion to deny leave to amend when a proposed amendment would be futile. Chappel 25 v. Lab. Corp. of America, 232 F.3d 719, 725-26 (9th Cir. 2000). Dismissal without leave to 26 amend is appropriate only when the Court is satisfied that the deficiencies of the complaint 27 could not possibly be cured by amendment. Jackson v. Carey, 353 F.3d 750, 758 (9th Cir. 28 2003). In other words, if allowing a party to amend its pleading would be futile, district 1 courts properly decline to grant leave to amend. Thinket Ink Info. Res., Inc. v. Sun 2 Microsys., Inc., 368 F.3d 1053, 1061 (9th Cir. 2004) (citing Saul v. United States, 928 F.2d 3 829, 843 (9th Cir. 1991)). 4 III. REQUEST FOR JUDICIAL NOTICE 5 Before addressing the merits of the motion to dismiss, the Court first considers 6 Defendant’s request for judicial notice. Defendant requests the Court take judicial notice 7 of two documents: 8 (1) Exhibit A, Complaint for Damages, Declaratory and Injunctive Relief, and 9 Order Compelling Arbitration filed on December 17, 2025, in David W. 10 Holden v. JPMorgan Chase Bank, N.A., et al., Superior Court of California, 11 County of San Diego, case number 25CU067233C; 12 (2) Exhibit B, Cross-Complaint filed on April 19, 2024, in Royale Management 13 Group, LLC v. David Wayne Holden, et al., California Superior Court, County 14 of San Diego – Central Division, court case number 37-2024-00008152-CU- 15 BC-CTL. 16 Federal Rule of Evidence 201 provides that “[t]he court may judicially notice a fact 17 that is not subject to reasonable dispute because it: (1) is generally known within the trial 18 court’s territorial jurisdiction; or (2) can be accurately and readily determined from sources 19 whose accuracy cannot reasonably be questioned.” Fed. R. Evid. 201(b)(1)-(2). 20 Plaintiff has not opposed Defendants’ request for judicial notice of either document. 21 Generally, material beyond the pleadings may not be considered in deciding a Rule 22 12(b)(6) motion. However, the court may consider matter subject to judicial notice without 23 converting the motion into one for summary judgment. Khoja v. Orexigen Therapeutics, 24 Inc., 899 F.3d 988, 999 (9th Cir. 2018). (“[a] court may take judicial notice of matters of 25 public record without converting a motion to dismiss into a motion for summary 26 judgment.”) (citation omitted). Federal courts may take judicial notice of filings in other 27 cases. “We may take judicial notice of undisputed matters of public record, including 28 documents on file in federal or state courts.” Harris v. County of Orange, 682 F.3d 1126, 1 1132 (9 Cir. 2012). Thus, Exhibits A and B are both proper subjects of judicial notice and 2 the Court GRANTS Defendant’s request for judicial notice. 3 IV. LEGAL ANALYSIS 4 Defendant argues that Plaintiff lacks standing to sue on behalf of RMG as he is not 5 a party to the contract. Mot. at 12. Plaintiff fails to address this argument in his opposition 6 and has thus conceded the argument. See Stichting Pensioenfonds ABP v. Countrywide Fin. 7 Corp., 802 F. Supp. 2d 1125, 1132 (C.D. Cal. 2011) (“[F]ailure to respond in an opposition 8 brief to an argument put forward in an opening brief constitutes waiver or abandonment in 9 regard to the uncontested issue.”). Plaintiff’s waiver constitutes sufficient grounds to grant 10 Defendant’s motion to dismiss. Nonetheless, the Court will conduct a brief analysis of 11 Plaintiff’s standing to sue on behalf of the RMG Account. 12 In his complaint, Plaintiff alleges that “[a]s an authorized signer who executed the 13 signature card, Plaintiff possessed personal contractual and access rights under 14 Defendant’s deposit account agreement and brings this action solely in his individual 15 capacity to redress injuries suffered by him personally.” Compl. ¶ 8. However, as 16 Defendant correctly argues, Plaintiff lacks standing to sue for a bank account held in 17 RMG’s name. Mot. at 12. The DAA lists RMG as the account holder, not Plaintiff. See 18 ECF No. 4-3 at 6-9. Plaintiff is only an authorized signer on the RMG Account. Id. 19 “[M]embers of [an] LLC hold no direct ownership interest in the company’s assets (Corp. 20 Code, § 17300).” PacLink Commc’n Int’l v. Superior Court, 90 Cal. App. 4th 958, 964 21 (2001). Thus, Plaintiff lacks standing to bring suit on a contract to which he is not a party. 22 Defendant’s motion to dismiss is GRANTED without leave to amend, as any amendment 23 would be futile, because Plaintiff cannot assert standing to bring suit for any causes of 24 action relating to the RMG Account. 25 // 26 // 27 // 28 // I Vv. CONCLUSION 2 For the reasons set forth above, the Court GRANTS Defendant’s motion to dismiss 3 || without leave to amend. The Clerk of Court is directed to close this case. 4 IT IS SO ORDERED. 5 || Dated: September 11, 2026 7 Honorable James E. Simmons Jr g United States District Judge 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28