Case Name: Syed Nazim Ali v. Synaptics, Inc.
Case No.: 2019-CV-346021

Demurrer to the First Amended Complaint by Defendant Synaptics, Inc.

Factual and Procedural Background

This is an employment case. Plaintiff Syed Nazim Ali (“Ali”) (self-represented) is a senior cyber security consultant, auditor and adviser. (First Amended Complaint [“FAC”] at ¶ 1.) In April 2017, Ali was seeking a long-term work assignment in the job market. (Id. at ¶ 15.) At that time, SalesForce.Com contacted him about a long-term assignment as a Vulnerability Mitigation Risk Manager position. (Id. at ¶ 16.) Ali was also approached by Cuong Nguyen (“Nguyen”), a Security Manager/Director from defendant Synaptics, Inc. (“Synaptics”), who was looking to find a Cybersecurity Compliance Expert. (Id. at ¶ 17.) During an interview, Nguyen assured Ali the position was full-time for a long term project. (Id. at ¶¶ 26, 35, 36, 41, 48, 51.) With this in mind, plaintiff Ali began working for Synaptics on May 1, 2017. (Id. at ¶ 52.)

During his employment, plaintiff Ali worked closely with Nguyen including daily meetings with him regarding the progress on their NIST Cybersecurity Compliance Project. (FAC at ¶¶ 57, 58, 59, 62.) Throughout this time, plaintiff Ali became a victim of Nguyen’s abusive language, comments, insults, humiliation, abuse of managerial power, and hostile work environment. (Id. at ¶¶ 80-81.) As a consequence, Ali suffered mental and emotional depression as well as anxiety and stress which were reported to his medical care providers. (Id. at ¶ 82.)

Given the hostile work environment, plaintiff Ali made a formal complaint to human resources which resulted in termination of his employment. (FAC at ¶ 87.)

On September 27, 2017, plaintiff Ali filed a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) under retaliation, age, disability, and national origin. (FAC at ¶ 88.) The EEOC thereafter issued a Right to Sue Letter. (Id. at ¶ 89.)

On November 2, 2018, plaintiff Ali filed a lawsuit in the United States District Court—Northern District (Ali v. Synaptics, Inc. Case No. 18-CV-006682-NC [“federal case”]) against defendant Synaptics alleging claims for discrimination based on retaliation, age, disability and national origin. (FAC at ¶ 90.) Defendant Synaptics moved to dismiss the federal complaint which was granted by the court. (Id. at ¶¶ 91-92.) Plaintiff Ali has appealed the ruling which is now pending before the Ninth Circuit Court of Appeals. (Id. at ¶ 92.)

On April 22, 2019, plaintiff Ali filed the operative FAC alleging causes of action for: (1) intentional misrepresentation; (2) negligent misrepresentation; (3) intentional interference with prospective economic advantage; (4) breach of contract; (5) promissory estoppel; and (6) unfair business practices.

Currently before the Court is the demurrer to the FAC by defendant Synaptics. Synaptics has filed a request for judicial notice in conjunction with the motion. Plaintiff Ali filed written opposition. Synaptics filed reply papers.

Demurrer to the FAC

Defendant Synaptics demurs to the FAC on the following grounds: (1) the entire FAC is barred by res judicata; (2) each claim fails to state a cause of action; and (3) each claim fails for uncertainty. (Code Civ. Proc., § 430.10, subds. (e), (f).)

Request for Judicial Notice

In support of the motion, defendant Synaptics requests judicial notice of the following: (1) Plaintiff Ali’s First Amended Complaint in the federal case (exhibit 1); (2) Order granting Synaptics’ motion to dismiss without leave to amend as to the first through fifth claims and with leave to amend as to the sixth cause of action (exhibit 2); (3) Plaintiff Ali’s Second Amended Complaint (“SAC”) in the federal case (exhibit 3); (4) Order granting Synaptics’ motion to dismiss the SAC without leave to amend (exhibit 4); and (5) judgment entered in favor of defendant Synaptics and against plaintiff Ali in the federal case (exhibit 5).

Here, exhibits 1 through 5 constitute records of the federal court subject to judicial notice under Evidence Code section 452, subdivision (d). There is no opposition to the request. In addition, the request appears relevant to the res judicata argument raised on demurrer. (See Gbur v. Cohen (1979) 93 Cal.App.3d 296, 301 [judicial notice is confined to those matters which are relevant to the issue at hand]; see also Planning & Conservation League v. Castaic Lake Water Agency (2009) 180 Cal.App.4th 210, 225 [court may take judicial notice of court records in considering demurrer based on res judicata].)

Accordingly, the request for judicial notice is GRANTED.

Legal Standard

“In reviewing the sufficiency of a complaint against a general demurer, we are guided by long settled rules. ‘We treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law. We also consider matters which may be judicially noticed.’” (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) “A demurrer tests only the legal sufficiency of the pleading. It admits the truth of all material factual allegations in the complaint; the question of plaintiff’s ability to prove these allegations, or the possible difficulty in making such proof does not concern the reviewing court.” (Committee on Children’s Television, Inc. v. General Foods Corp. (1983) 35 Cal.3d 197, 213–214.)

“The reviewing court gives the complaint a reasonable interpretation, and treats the demurrer as admitting all material facts properly pleaded. The court does not, however, assume the truth of contentions, deductions or conclusions of law. … [I]t is error for a trial court to sustain a demurrer when the plaintiff has stated a cause of action under any possible legal theory. And it is an abuse of discretion to sustain a demurrer without leave to amend if the plaintiff shows there is a reasonable possibility any defect identified by the defendant can be cured by amendment.” (Gregory v. Albertson’s, Inc. (2002) 104 Cal.App.4th 845, 850.)

Res Judicata

Defendant Synaptics argues the entire FAC is subject to demurrer based on the doctrine of res judicata.

“ ‘Res judicata’ describes the preclusive effect of a final judgment on the merits. Res judicata, or claim preclusion, prevents relitigation of the same cause of action in a second suit between the same parties or parties in privity with them.” (Mycogen Corp. v. Monsanto Co. (2002) 28 Cal.4th 888, 896 (Mycogen).) “Under the doctrine of res judicata, if a plaintiff prevails in an action, the cause is merged into the judgment and may not be asserted in a subsequent lawsuit; a judgment for the defendant serves as a bar to further litigation of the same cause of action.” (Id. at pp. 896-897.)

“A clear and predictable res judicata doctrine promotes judicial economy. Under this doctrine, all claims based on the same cause of action must be decided in a single suit; if not brought initially, they may not be raised at a later date.” (Mycogen, supra, 28 Cal.4th at p. 897.) “ ‘Res judicata precludes piecemeal litigation by splitting a cause of action or relitigation of the same cause of action on a different legal theory or for different relief.’ ” (Weikel v. TCW Realty Fund II Holding Co. (1997) 55 Cal.App.4th 1234, 1245.)

Three elements must exist for res judicata to apply: (1) the decision in the prior proceeding is final and on the merits; (2) the present proceeding is on the same cause of action as the prior proceeding; and (3) the parties in the present proceeding or parties in privity with them were parties to the prior proceeding. (Association of Irritated Residents v. Department of Conservation (2017) 11 Cal.App.5th 1202, 1219.) Stated another way, res judicata or claim preclusion “arises if a second suit involves (1) the same cause of action (2) between the same parties [or their privies] (3) after a final judgment on the merits in the first suit.” (DKN Holdings, LLC v. Faerber (2015) 61 Cal.4th 813, 824.)

Here, there is no dispute the federal action and the current case involve the same parties, plaintiff Ali and defendant Synaptics. Nor is there any dispute that a final judgment on the merits has been rendered. (See Request for Judicial Notice [“RJN”] at Ex. 5.) The fact that the judgment in the federal case is pending on appeal does not impact the res judicata analysis. The federal rules “is that a judgment or order, once rendered, is final for purposes of res judicata until reversed on appeal or modified or set aside in the court of rendition.” (Nathanson v. Hecker (2002) 99 Cal.App.4th 1158, 1163 [quoting Levy v. Cohen (1977) 19 Cal.3d 165, 172]; see also Calhoun v. Franchise Tax Bd. (1978) 20 Cal.3d 881, 887 [giving res judicata effect to a filed district court judgment, notwithstanding a pending Ninth Circuit Court of Appeals appeal]; Franceschi v. Franchise Tax Bd. (2016) 1 Cal.App.5th 247, 259 [dismissal under rule 12(b)(6) of the Federal Rules of Civil Procedure for failure to state a claim is regarded by federal courts as a judgment on the merits].)

The last issue is whether the second case involves the same cause of action as the first case. In the federal case, plaintiff Ali alleged different causes of actions ranging from discrimination to intentional infliction of emotional distress. By contrast, the state action alleges claims based on fraud, breach of contract, and interference with prospective economic advantage.

“In California, a ‘cause of action’ is defined by the ‘primary right’ theory.” (Amin v. Khazindar (2003) 112 Cal.App.4th 582, 589 (Amin).) “The most salient characteristic of a primary right is that it is indivisible: the violation of a single primary right gives rise to but a single cause of action.” (Crowley v. Katleman (1994) 8 Cal.4th 666, 681.) “In particular, the primary right theory provides that a cause of action consists of (1) a primary right possessed by the plaintiff, (2) a corresponding duty devolving upon the defendant, and (3) a delict or wrong done by the defendant which consists of a breach of the primary right.” (Amin, supra, 112 Cal.App.4th at p. 589.)

“ ‘If the matter was within the scope of the action, related to the subject matter and relevant to the issues, so that it could have been raised, the judgment is conclusive on it despite the fact that it was not in fact expressly pleaded or otherwise urged… The reason for this is manifest. A party cannot by negligence or design withhold issues and litigate them in consecutive actions. Hence the rule is that the prior judgment is res judicata on matters which were raised or could have been raised, on matters litigated or litigable. [Citations.]’ [Citation.]” (Tensor Group v. City of Glendale (1993) 14 Cal.App.4th 154, 160.)

As explained by the California Supreme Court in Slater v. Blackwood (1975) 15 Cal.3d 791:

“[T]he ‘cause of action’ is based upon the harm suffered, as opposed to the particular theory asserted by the litigant. [Citation.] Even where there are multiple legal theories upon which recovery might be predicated, one injury gives rise to only one claim for relief. ‘Hence a judgment for the defendant is a bar to a subsequent action by the plaintiff based on the same injury to the same right, even though he presents a different legal ground for relief.’ [Citations.]”

(Id. at p. 795.)
“Thus, under the primary rights theory, the determinative factor is the harm suffered. When two actions involving the same parties seek compensation for the same harm, they generally involve the same primary right.” (Boeken v. Philip Morris USA, Inc. (2010) 48 Cal.4th 788, 798.)

Applying these principles, defendant Synaptics argues both the federal case and the state action involve the same harm. More specifically, harm in the form of economic injury to plaintiff Ali arising from termination of his assignment with Synaptics. (See FAC at ¶¶ 71-76; RJN at Ex. 1 [¶¶ 82-84]; RJN at Ex. 3 [¶¶ 63-64].) In fact, as the moving papers point out, many of the allegations raised in the federal case are nearly identical to those in the state action.

In opposition, plaintiff Ali argues res judicata is not applicable as the state court action alleges different claims than the federal case. This contention however is not persuasive for reasons stated above concerning the primary rights theory. (See Villacres v. ABM Industries Inc. (2010) 189 Cal.App.4th 562, 576 [the fact that different forms of relief are sought in the two lawsuits is irrelevant].) Plaintiff Ali further asserts that res judicata is not applicable as the first action was in federal court. This point is not supported by legal authority and is otherwise contrary to California law where res judicata may be determined on the basis of whether the prior federal judgment is based on the same primary right as the state action. (See Lucas v. County of Los Angeles (1996) 47 Cal.App.4th 277, 286.)

Based on the foregoing, the Court finds the FAC is barred by the defense of res judicata and thus the demurrer is sustainable on that basis. The Court will nevertheless address the demurrer for failure to state a valid claim as to each cause of action.

First Cause of Action: Intentional Misrepresentation

The first cause of action is a claim for intentional misrepresentation. “The elements of fraud are (1) misrepresentation, (2) knowledge of falsity, (3) intent to induce reliance on the misrepresentation, (4) justifiable reliance on the misrepresentation, and (5) resulting damages.” (Cansino v. Bank of America (2014) 224 Cal.App.4th 1462, 1469.)

“Fraud must be pleaded with specificity rather than with general and conclusory allegations. The specificity requirement means a plaintiff must allege facts showing how, when, where, to whom, and by what means the representations were made, and, in the case of a corporate defendant, the plaintiff must allege the names of the persons who made the representations, their authority to speak on behalf of the corporation, to whom they spoke, what they said or wrote, and when the representation was made.” (West v. JPMorgan Chase Bank, N.A. (2013) 214 Cal.App.4th 780, 793, citation and quotation marks omitted.)

Defendant Synaptics persuasively argues the fraud claim is defective as plaintiff Ali fails to allege that (1) Synaptics had knowledge of any false representations; (2) Synaptics intended to defraud Ali or induce reliance; and (3) he justifiably relied on any false representations. The first cause of action therefore fails to state a valid claim and the demurrer is sustainable on that basis.

Second Cause of Action: Negligent Misrepresentation

The second cause of action is a claim for negligent misrepresentation. “The elements of negligent misrepresentation are (1) a misrepresentation of a past or existing material fact, (2) made without reasonable ground for believing it to be true, (3) made with the intent to induce another’s reliance on the fact misrepresented, (4) justifiable reliance on the misrepresentation, and (5) resulting damage.” (Brock v. Hansen (2014) 225 Cal.App.4th 215, 231.) Like the first cause of action, this claim is deficient as it fails to allege whether defendant Synaptics intended to induce reliance and whether any reliance by plaintiff Ali was justifiable. The second cause of action thus fails to state a valid claim and the demurrer is sustainable on that basis.

Third Cause of Action: Intentional Interference with Prospective Economic Advantage

The third cause of action is a claim for intentional interference with prospective economic advantage. The elements for this tort include the following: (1) an economic relationship between the plaintiff and some third party, with the probability of future economic benefit to the plaintiff; (2) the defendant’s knowledge of the relationship; (3) intentional acts on the part of the defendant designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) economic harm to the plaintiff proximately caused by the acts of the defendant. (Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1153.)

The third cause of action fails primarily as plaintiff Ali does not allege he had an existing economic relationship with SalesForce.Com with the probability of future economic benefit. Without facts establishing this economic relationship, there is no claim for interference and the demurrer is sustainable on that basis.

Fourth Cause of Action: Breach of Contract

The fourth cause of action is a claim for breach of contract. To state a cause of action for breach of contract, a party must plead the existence of a contract, his or her performance of the contract or excuse for nonperformance, the defendant’s breach and resulting damage. (Lortz v. Connell (1969) 273 Cal.App.2d 286, 290.)

While plaintiff Ali vaguely refers to an “implied-in-fact” contract, he fails to plead whether he entered into such contract with defendant Synaptics. To the extent that any contract, implied-in-fact or otherwise has been pled, plaintiff Ali does not set forth the contract terms to state a cause of action. The fourth cause of action therefore fails to state a valid claim and the demurrer is sustainable on that basis.

Fifth Cause of Action: Promissory Estoppel

The fifth cause of action is a claim for promissory estoppel. “The elements of a cause of action for promissory estoppel are (1) a promise, (2) the reasonable expectation by the promisor that the promise will induce reliance or forbearance, (3) actual reliance or forbearance, and (4) the avoidance of injustice by enforcing the promise.” (Fleet v. Bank of America N.A. (2014) 229 Cal.App.4th 1403, 1412.)

Plaintiff Ali alleges Nguyen made a clear and unambiguous promise to him stating “it is long term project, as we have workers work here over 2 years and converted into full-time position.” (FAC at ¶ 156.) There is some question as to whether this allegation constitutes a clear and unambiguous promise to support a claim for promissory estoppel. But, even if it does, plaintiff Ali fails to allege facts in support of the remaining elements to state a cause of action for promissory estoppel. Accordingly, the demurrer is sustainable on this ground.

Sixth Cause of Action: Unfair Business Practices

The demurrer to the sixth cause of action [unfair business practices] is sustained for failure to state a claim. The UCL claim is based on conduct alleged in the prior causes of action. Since plaintiff Ali’s other claims fail to state a cause of action, the UCL claim also fails. (See Krantz v. BT Visual Images, LLC (2001) 89 Cal.App.4th 164, 178 [the viability of a UCL claim stands or falls with the antecedent substantive causes of action].)

Leave to Amend

Plaintiff Ali requests leave to amend in his opposition in the event the Court sustains the demurrer to the FAC.

“The plaintiff bears the burden of proving there is a reasonable possibility of amendment.” (Rakestraw v. California Physicians’ Service (2000) 81 Cal.App.4th 39, 43 (Rakestraw).) To satisfy this burden, a plaintiff “must show in what manner he can amend his complaint and how that amendment will change the legal effect of his pleading.” (Goodman v. Kennedy (1976) 18 Cal.3d 335, 349.) “Plaintiff must clearly and specifically set forth the ‘applicable substantive law’ [citation] and the legal basis for amendment, i.e., the elements of the cause of action and authority for it. Further, plaintiff must set forth factual allegations that sufficiently state all required elements of that cause of action. [Citations.] Allegations must be factual and specific, not vague or conclusionary.” (Rakestraw, supra, at pp. 43-44.)

Here, plaintiff Ali has already once amended his pleading. While plaintiff Ali requests leave to amend, he does not provide any guidance on how he intends to amend his pleading to state a valid claim. In addition, any such amendment would appear to be futile as it would not overcome the res judicata defense. (See Schnofeldt v. State of California (1998) 61 Cal.App.4th 1462, 1465 [“If there is no liability as a matter of law, leave to amend should not be granted.”].)

Accordingly, leave to amend is denied.

Disposition

The request for judicial notice by defendant Synaptics is GRANTED.

The demurrer to the FAC by defendant Synaptics is SUSTAINED WITHOUT LEAVE TO AMEND on the grounds of res judicata and failure to state a valid claim. Given this ruling, the Court declines to address the demurrer for uncertainty.

Defendant shall submit a proposed judgment based on this signed order after compliance with Rules of Court, Rule 3.1312.

The Court will prepare the Order.