Norse Straits LLC v. SHM Cabrillo Isle LLC et al

1
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
NORSE STRAITS LLC, a Colorado
limited liability company,
Plaintiff,
v.
SHM CABRILLO ISLE LLC d/b/a SAFE
HARBOR MARINAS LLC; DEBBIE J.
DAVIS; and DOES 1 through 50,
inclusive,
Defendants.
Case No.: 3:25-cv-03259-H-BJW
ORDER:
(1) DENYING IN PART
DEFENDANT’S MOTION TO
DISMISS; AND
(2) DENYING DEFENDANT’S
MOTION TO STRIKE
[Doc. No. 3; Doc. No. 4]
On September 16, 2025, Plaintiff Norse Straits LLC filed a civil action against
Defendant SHM Cabrillo Isle LLC and Defendant Debbie J. Davis in the Superior Court
of California, County of San Diego. (Doc. No. 1, Notice of Removal.) On November 21,
2025, Defendants removed the action to this Court. (Doc. No. 1, Notice of Removal.) On
November 26, 2025, Defendants filed a motion to dismiss and a motion to strike portions
of the Complaint. 	(Doc. No. 3; Doc. No. 4.) 	On February 10, 2026, Plaintiff filed its
oppositions to Defendants’ motion to dismiss and motion to strike. (Doc. No. 7; Doc. No.
8.) On February 13, 2026, Defendants filed their replies. (Doc. No. 9; Doc. No. 10.) On
February 19, 2026, the Court took Defendants’ motions under submission. (Doc. No. 11.)
For the reasons set forth below, the Court DENIES IN PART Defendants’ motion to
dismiss and DENIES Defendants’ motion to strike.
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
1 of 17

2
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Background
On September 16, 2025, Plaintiff filed a civil action against Defendants in the
Superior Court of California, County of San Diego. 	(Doc. No. 1, Notice of Removal.)
Plaintiff brings 10 causes of action against Defendants: breach of contract, tortious
interference with prospective economic advantage, conversion, fraud, unfair business
practices (Cal. Bus. & Prof. Code § 17200), wrongful eviction, negligence/bad faith,
declaratory relief, and trespass to chattels. (Doc. No. 1, Compl., ¶¶ 20–75.) Plaintiff seeks
damages for its losses, punitive damages against Defendant Davis, restitution, and
declaratory and injunctive relief regarding Defendants’ purported authority over off-site
vessel use. (Doc. No. 1, Compl.) On November 21, 2025, Defendants removed the action
to United States District Court for the Southern District of California pursuant to 28 U.S.C.
§ 1332 on diversity jurisdiction. 	(Doc. No. 1, Notice of Removal, ¶ 4.) 	By the present
motions, Defendants seek to dismiss and strike portions of the complaint. 	(Doc. No. 3;
Doc. No. 4.)
The following background is taken from the allegations in Plaintiff Norse Straits
LLC’s (“Norse Straits”) state court complaint. 	Plaintiff is a Colorado limited liability
company with its principal place of business in San Diego County. (Doc. No. 1, Compl.,
¶ 2.) Defendant SHM Cabrillo Isle LLC (“SHM”) is a Delaware limited liability company
operating in San Diego as Safe Harbor Marina (“Safe Harbor”). (Doc. No. 1, Compl., ¶ 3.)
Defendant Debbie J. Davis (“Davis”) is an individual residing in California who serves as
General Manager of Safe Harbor. 	(Doc. No. 1, Compl., ¶ 4.) 	SoCal Boatworks, Inc.
(“SoCal”) is a California corporation that provides boat services. 	(Doc. No. 1, Compl.,
¶ 9.) 	Plaintiff claims that Norse Straits and SoCal are distinct business organizations,
despite sharing representatives such as Eric McNeil. (Doc. No. 1, Compl., ¶ 9.) Plaintiff
also 	claims 	that 	Defendant 	Davis 	improperly 	conflated 	the 	two 	entities 	in 	her
communications. (Doc. No. 1, Compl., ¶ 9.)
Plaintiff owns the vessel “Bad to the Bone” in slip H-32 at Safe Harbor and holds a
month-to-month slip agreement transferred from the vessel’s prior owner in July 2023.
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
2 of 17

3
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(Doc. No. 1, Compl., ¶ 8.) On July 11, 2023, Defendant Davis requested a Certificate of
Insurance for the slip from Eric McNeil and Kelly Cathcart, demanding that Safe Harbor
be listed as an additional insured with a $500,000 liability. 	(Doc. No. 1, Compl., ¶ 10.)
Defendant Davis sent emails following up on this request on July 13, 18, 19, 24, 26, 27,
and 28. (Doc. No. 1, Compl., ¶ 10.) Defendant Davis’s emails escalated to threatening to
remove “Bad to the Bone” if no insurance policy was procured by July 28, 2023. 	(Doc.
No. 1, Compl., ¶ 10.) 	These threats continued despite Cathcart’s responses indicating
efforts to comply via Cox Yacht Insurance and the transfer of vessel ownership not
becoming effective until August 1, 2023. (Doc. No. 1, Compl., ¶ 10.)
On July 27, 2023, Defendant Davis accused Plaintiff of excessive overnight stays,
citing key fob data. (Doc. No. 1, Compl., ¶ 11.) Plaintiff disputed this allegation, claiming
it was untrue and unsupported by evidence. (Doc. No. 1, Compl., ¶ 11.) Defendant Davis
expressed regret for allowing Plaintiff’s vessel and warned of a waitlist. 	(Doc. No. 1,
Compl., ¶ 11.)
On May 27, 2024, Cathcart requested permission for off-site chartering. (Doc. No.
1, Compl., ¶ 12.) Cathcart offered to share schedules with Defendant Davis and clarified
that Plaintiff had no intention of chartering from the slip. 	(Doc. No. 1, Compl., ¶ 12.)
Defendant Davis had expressed in a pre-purchase meeting that off-site chartering was
allowed before later imposing a blanket ban. 	(Doc. No. 1, Compl., ¶ 11.) 	On May 28,
2024, Defendant Davis denied Cathcart’s request by email, citing capacity limits and a
prior notice to McNeil that no charter activity was allowed. 	(Doc. No. 1, Compl., ¶ 12.)
Defendant Davis suggested H&M Landing as an alternative, but prohibited any activity in
the Safe Harbor marina. (Doc. No. 1, Compl., ¶ 12.) In an email dated August 28, 2024,
Frank Ursitti of H&M Landing confirmed that Plaintiff could charter at H&M Landing, to
which Defendant Davis replied with a threat to terminate the slip agreement for any
commercial activity on Safe Harbor property. 	(Doc. No. 1, Compl., ¶ 12.) 	Defendant
Davis proceeded to prohibit all chartering activities by Plaintiff, including those at off-site
locations such as H&M Landing. (Doc. No. 1, Compl., ¶ 13.) Defendant Davis threatened
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
3 of 17

4
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
immediate slip termination for any associated actions, including loading supplies or
parking. (Doc. No. 1, Compl., ¶ 13.)
After denying Plaintiff’s request for a charter pass, Defendant Davis granted passes
to other boats, including a whale-watching boat. (Doc. No. 1, Compl., ¶ 11.) Defendant
Davis also denied Plaintiff’s request to swap slips for advertising purposes, further
restricting Plaintiff’s business operations. 	(Doc. No. 1, Compl., ¶ 11.) 	Plaintiff alleges
that this disparate treatment was motivated by a “dislike of Cathcart’s wealth and use of a
‘black card’ credit card for payments.” (Doc. No. 1, Compl., ¶ 13.)
On April 9, 2025, Defendant Davis notified Cathcart that her auto-payment for April
had failed. (Doc. No. 1, Compl., ¶ 14.) On May 20, 2025, Defendant Davis issued a 30-
day notice to remove “Bad to the Bone” by June 20, 2025. 	(Doc. No. 1, Compl., ¶ 14.)
The PDF notice was copied to SoCal. 	(Doc. No. 1, Compl., ¶ 14.) 	Cathcart paid the
outstanding balance on May 23, 2025. 	(Doc. No. 1, Compl., ¶ 14.) 	On June 11, 2025,
Defendant Davis reminded Plaintiff of the deadline to remove “Bad to the Bone” and
refunded Plaintiff’s $3,535 deposit. 	(Doc. No. 1, Compl., ¶ 14.) 	On June 25, 2025,
Defendant Davis emailed Plaintiff that the deadline was extended to July 15, 2025 at
$113.06 per day and that the slip was reassigned. (Doc. No. 1, Compl., ¶ 14.) After July
15, 2025 had passed, Defendant Davis barred Plaintiff from access and declared the vessel
abandoned. (Doc. No. 1, Compl., ¶ 14.) Defendants then imposed various daily fees on
Plaintiff between July 16 and August 1, totaling $4,732. (Doc. No. 1, Compl., ¶ 14.) On
July 18, 2025, Defendants issued a notice enforcing a lien for abandonment. (Doc. No. 1,
Compl., ¶ 14.)
Defendant Davis also revoked SoCal’s vendor contracts and refused to reinstate
them until Plaintiff’s vessel was removed, purportedly conflating Plaintiff Norse Straits
and SoCal. (Doc. No. 1, Compl., ¶ 15.) Plaintiff alleges that Defendant Davis punished
Plaintiff for SoCal’s unrelated activities by imposing chartering restrictions on Plaintiff.
(Doc. No. 1, Compl., ¶ 15.) Plaintiff also alleges that Defendant Davis publicly accused
Norse Straits representatives of theft and locked them in an office in August 2023. (Doc.
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
4 of 17

5
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
No. 1, Compl., ¶ 16.)
Plaintiff alleges that it suffered over $300,000 worth of damages in lost chartering
revenue. (Doc. No. 1, Compl., ¶ 17.) Plaintiff alleges that Defendants’ lockout damaged
the vessel due to lack of maintenance, which will cost Plaintiff over $50,000 in repairs.
(Doc. No. 1, Compl., ¶ 17.) Plaintiff also alleges storage and lien fees, inability to sell the
vessel, and other financial losses, totaling over $500,000. 	(Doc. No. 1, Compl., ¶ 17.)
Plaintiff claims Defendant Davis’s actions were motivated by personal animus, evidenced
by former employee statements and inconsistent treatment. 	(Doc. No. 1, Compl., ¶ 18.)
Plaintiff also states that it cannot produce a copy of the slip agreement Defendant violated
because it is stored aboard the vessel, access to which has been denied by Defendants’
lockout. (Doc. No. 1, Compl., ¶ 19.)
Discussion
I. 	Legal Standard
A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) tests the legal
sufficiency of the pleadings and allows a court to dismiss a complaint if the complaint lacks
“enough facts to state a claim to relief that is plausible on its face.” 	Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 570 (2007). 	A claim “has facial plausibility when the plaintiff
pleads factual content that allows the court to draw the reasonable inference that the
defendant is liable for the misconduct alleged.” 	Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009). “A pleading that offers ‘labels and conclusions’ or ‘a formulaic recitation of the
elements of a cause of action will not do.’” 	Id. (quoting Twombly, 550 U.S. at 555).
“Threadbare recitals of the elements of a cause of action, supported by mere conclusory
statements, do not suffice.” Id. Dismissal for failure to state a claim is proper where the
claim “lacks a cognizable legal theory or sufficient facts to support a cognizable legal
theory.” Mendiondo v. Centinela Hosp. Med. Ctr., 521 F.3d 1097, 1104 (9th Cir. 2008);
see Los Angeles Lakers, Inc. v. Fed. Ins. Co., 869 F.3d 795, 800 (9th Cir. 2017).
In reviewing a Rule 12(b)(6) motion to dismiss, the court must “accept the factual
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
5 of 17

6
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
allegations of the complaint as true and construe them in the light most favorable to the
plaintiff.” Los Angeles Lakers, 869 F.3d at 800 (quoting AE ex rel. Hernandez v. Cty. of
Tulare, 666 F.3d 631, 636 (9th Cir. 2012)). But a court need not accept “legal conclusions”
as true. Iqbal, 556 U.S. at 678. “Further, it is improper for a court to assume the claimant
can prove facts which it has not alleged or that the defendants have violated the . . . laws
in ways that have not been alleged.” Associated Gen. Contractors of Cal., Inc. v. Cal. State
Council of Carpenters, 459 U.S. 519, 526 (1983). 	In addition, a court may consider
documents incorporated into the complaint by reference and items that are proper subjects
of judicial notice. See Coto Settlement v. Eisenberg, 593 F.3d 1031, 1038 (9th Cir. 2010).
If the court dismisses a complaint for failure to state a claim, it must then determine
whether to grant leave to amend. 	See Doe v. United States, 58 F.3d 494, 497 (9th Cir.
1995); Telesaurus VPC, LLC v. Power, 623 F.3d 998, 1003 (9th Cir. 2010). 	Where a
motion to dismiss is granted, “leave to amend should be granted ‘unless the court
determines that the allegation of other facts consistent with the challenged pleading could
not possibly cure the deficiency.’” DeSoto v. Yellow Freight Sys., Inc., 957 F.2d 655, 658
(9th Cir. 1992) (quoting Schreiber Distrib. Co. v. Serv-Well Furniture Co., 806 F.2d 1393,
1401 (9th Cir. 1986)). 	In other words, where leave to amend would be futile, the Court
may deny leave to amend. See De Soto, 957 F.2d at 658; Schreiber, 806 F.2d at 1401.
II. 	Analysis
Defendants’ motion to dismiss and motion to strike raise numerous issues. (Doc.
No. 3; Doc. No. 4.) The Court addresses the parties’ arguments on each issue in turn.
A. Capacity to Sue
Defendants argue in their initial motion to dismiss that Plaintiff did not have the
capacity to sue because an LLC must be in good standing to prosecute or defend a lawsuit
and a foreign LLC cannot maintain an action in California courts until it registers with the
Secretary of State. 	(Doc. No. 3.) 	Plaintiff responds in its opposition that Defendants’
argument is now moot because Plaintiff cured both issues and those cures apply
retroactively. (Doc. No. 7.) Defendants maintain that litigants cannot cure capacity defects
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
6 of 17

7
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
after a lawsuit has commenced because capacity is determined at the time of filing. (Doc.
No. 9.)
Defendants’ principal objection to Plaintiff’s curing its incapacity is that Fed. R. Civ.
P. 17(b)’s capacity requirement functions similarly to jurisdiction. 	More specifically,
Defendants argue that capacity, like Article III standing, must be determined at the time of
filing. 	But Defendants’ 	attempts 	to 	draw 	parallels 	between 	Rule 17(b)’s 	capacity
requirement and jurisdiction are unconvincing. For one, the Supreme Court treats the two
concepts very differently, consistently holding that lack of jurisdiction is a nonwaivable
defect but incapacity to sue is an issue that can be waived like an affirmative defense.
Compare Grupo Dataflux v. Atlas Global Group, L.P., 541 U.S. 567, 573–74 (2004)
(noting that the jurisdictional defect was cured by dismissing the diversity-destroying
party), with Conard v. Atlantic Ins. Co. of NY, 26 U.S. 386, 450 (1828) (holding that claims
regarding capacity are waived if not raised), and Van Dusen v. Barrack, 376 U.S. 612, 624–
25 (1964) (analyzing capacity as a procedural matter governed by state law rather than as
a federal jurisdiction prerequisite). 	Capacity and jurisdiction are distinct concepts that
warrant different treatment. See Southern California Darts Ass’n v. Zaffina, 762 F.3d 921,
926–27 (9th Cir. 2014) (analyzing jurisdiction separately from capacity to sue); see also
Firestone v. Galbreath, 976 F.2d 279, 283 (6th Cir. 1992) (“Frequently, attorneys and
courts confuse the concepts of standing with that of capacity to sue with the real party in
interest principle.”).
Capacity encompasses both the power to bring and maintain an action, and “should
not be confused with the question of whether a party has an enforceable right or interest or
is the real party in interest.” Revitalizing Auto Communities Environment Response Trust
v. National Grid USA, 10 F.4th 87, 97 (2d Cir. 2021) (quoting Wright & Miller, 6A Fed.
Prac. & Proc. Civ. § 1559 (3d ed. 2017)). Because capacity bears on a litigant’s ability to
maintain an action in court, it follows that capacity is an ongoing status determination
rather than a gateway issue. No case law or excerpt from Rule 17(b) demands that capacity
to sue be determined at the time of filing similar to the jurisdictional analysis. The Court
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
7 of 17

8
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
therefore denies Defendants’ argument on capacity.
B. Joinder of Defendant Davis
Defendants claim that Defendant Davis is improperly joined because respondeat
superior dictates that SHM be liable for Defendant Davis’s actions in the scope of
employment. (Doc. No. 3.) Defendants argue that Defendant Davis acted “at all relevant
times as SHM’s employee and that every challenged communication occurred in her role
as SHM’s General Manager.” 	(Doc. No. 3.) 	Plaintiff responds that Defendant Davis’s
tortious conduct exceeded the scope of her job and involved personal animus. (Doc. No.
7.) 	Specifically, Plaintiff points to Defendant Davis’s theft accusation and lockout as
indicative of personal hostility, “not mere policy enforcement.” (Doc. No. 7.)
Respondeat superior is a state common law doctrine that allows employers to be held
vicariously liable for torts committed by its employees within the scope of employment.
Mary M. v. City of Los Angeles, 54 Cal.3d 202, 208 (1991). As the California Supreme
Court has recognized, respondeat superior is a “rule of policy, a deliberate allocation of a
risk” based on a “’deeply rooted sentiment’ that it would be unjust for an enterprise to
disclaim responsibility for injuries occurring in the course of its characteristic activities.”
Id. (quoting Hinman v. Westinghouse Elec. Co., 2 Cal.3d 956, 959 (1970); Rodgers v.
Kemper Constr. Co., 50 Cal.App.3d 608, 618 (1975)). 	The California Supreme Court
summarized the doctrine as achieving three main objectives: “(1) to prevent recurrence of
the tortious conduct; (2) to give greater assurance of compensation for the victim; and (3)
to ensure that the victim’s losses will be equitably borne by those who benefit from the
enterprise that gave rise to the injury.” Id. (citing Perez v. Van Groningen & Sons, Inc.,
41 Cal.3d 962, 967 (1986)).
California courts recognize that an employer and an employee can be sued separately
in different actions or together joined as codefendants. 	Lathrop v. HealthCare Partners
Medical Group, 114 Cal.App.4th 1412, 1423 (2004) (citing Perez v. City of Huntington
Park, 7 Cal.App.4th 817, 819–20 (1992); see Freeman v. Churchill, 30 Cal.2d 453, 461
(1947); Gardner v. Marshall, 24 Cal.2d 686, 692 (1944)). As a result, the Court denies the
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
8 of 17

9
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
motion to dismiss Defendant Davis without prejudice.
C. Breach of Contract Claim
Defendants argue that Plaintiff cannot bring a breach of contract claim without
incorporating the contract by reference or including verbatim terms and provisions in the
body of the complaint. 	(Doc. No. 3.) 	Plaintiff responds that verbatim terms are not
required and that Plaintiff’s complaint detailed the agreement’s terms, oral or implied
terms, alleged breaches, and factual context. 	(Doc. No. 7.) 	Plaintiff also maintains that
Fed. R. Civ. P. 8 demands only notice, not exhibits, particularly “where the slip agreement
is inaccessible due to Defendants’ own wrongful lockout.” (Doc. No. 7.) Plaintiff further
argues that federal rules excuse attachment where impracticable, citing to Vess v. Ciba-
Geigy Corp. USA, 317 F.3d 1097, 1103 (9th Cir. 2003). (Doc. No. 7.) Defendants insist
in its reply that the Defendants’ lockout does not excuse Plaintiff’s failure to attach the
agreement. (Doc. No. 9.)
Plaintiff is not required to attach the agreement or include verbatim terms and
provisions in the body of the complaint. Plaintiff’s complaint need only satisfy the minimal
notice pleading requirement of Rule 8(a)(2), a “short and plain statement of the claim
showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2); Porter v. Jones, 319
F.3d 483, 494 (9th Cir. 2003). To properly state a cause of action for breach of contract
under California law, Plaintiff must allege: (1) existence of a contract; (2) Plaintiff’s
performance or excuse for nonperformance; (3) Defendants’ breach; and (4) damages to
Plaintiff as a result of the breach. CDF Firefighters v. Maldonado, 158 Cal.App.4th 1226,
1239 (2008); First Commercial Mortgage Co. v. Reece, 89 Cal.App.4th 731, 745 (2001).
Plaintiff alleges the existence of a contract. (Doc. No. 1, Compl., ¶ 8.) Plaintiff also
alleges that it “complied with agreement terms, including payments and insurance
requirements.” (Doc. No. 1, Compl., ¶ 8.) Plaintiff claims that Defendants breached the
slip agreement by restricting Plaintiff’s occupancy and access and issuing a notice to vacate
the marina. (Doc. No. 1, Compl., ¶¶ 11–15; 24.) Plaintiff claims that Defendants breached
the agreement by extending the agreement’s prohibitions beyond the marina by denying
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
9 of 17

10
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
off-site chartering services. (Doc. No. 1, Compl., ¶¶ 11–13; 24.) Plaintiff also alleges that
it suffered damages as a result of Defendants’ breach. (Doc. No. 1, Compl., ¶¶ 17–19; 25.)
Though Plaintiff could have included more detail regarding Plaintiff’s performance and
Defendants’ breach, the Court concludes that Plaintiff’s allegations are sufficient under
Rule 8(a)’s notice pleading standard. As a result, the Court denies Defendants’ motion to
dismiss the breach of contract claim.
D. Tortious Interference with Prospective Economic Advantage Claim
The parties dispute whether Plaintiff adequately pleads the essential elements of
tortious interference with prospective economic advantage. 	(Doc. No. 3; Doc. No. 7.)
California 	law 	requires 	five 	elements 	be 	alleged 	for 	intentional 	interference 	with
prospective economic advantage: (1) [a]n economic relationship between Plaintiff and
some third party, with the probability of future economic benefit to Plaintiff; (2)
Defendants’ knowledge of the relationship; (3) intentional acts on the part of Defendants
designed to disrupt the relationship; (4) actual disruption of the relationship; and (5)
economic harm to Plaintiff proximately caused by the acts of Defendants. Youst v. Longo,
43 Cal.3d 64, 71 n.6 (1987).
Plaintiff 	adequately 	pleads 	tortious 	interference 	with 	prospective 	economic
advantage. Plaintiff alleges economic relationships and the probability of future economic
benefit with military contractors, H&M Landing, regular chartering services, and potential
buyers. (Doc. No. 1, Compl., ¶¶ 11–13; 27.) Plaintiff alleges that Defendants were made
aware of these economic relationships in several email disputes. 	(Doc. No. 1, Compl.,
¶¶ 12; 28.) Plaintiff also alleges that Defendants engaged in intentional wrongful conduct
to disrupt the relationship, which took the form of wrongfully denying off-site chartering,
evicting the vessel, and imposing an abandonment lien. 	(Doc. No. 1, Compl., ¶¶ 11–14;
29.) Plaintiff further alleges economic harm as a result of Defendants’ conduct exceeding
$500,000. 	(Doc. No. 1, Compl., ¶¶ 17–19; 33.) 	These arguments are better suited for a
motion for summary judgment when the record is more fully developed. The Court denies
Defendants’ motion to dismiss the tortious interference with prospective economic
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
10 of 17

11
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
advantage claim.
E. Conversion and Trespass to Chattels Claims
The parties dispute whether Plaintiff adequately pleads the essential elements of
conversion. 	(Doc. No. 3; Doc. No. 7.) 	California law requires Plaintiff allege three
elements to state a claim for conversion: (1) Plaintiff’s ownership or right to possession of
personal property; (2) Defendants’ disposition of property in a manner inconsistent with
Plaintiff’s property rights; and (3) resulting damages. Voris v. Lampert, 7 Cal.5th 1141,
1150 (2019). Plaintiff has adequately pled conversion. Plaintiff alleges ownership or right
to possession over the vessel “Bad to the Bone” and access to slip H-32 per the slip
agreement. (Doc. No. 1, Compl., ¶¶ 8; 36.) Plaintiff also alleges that Defendants interfered
with Plaintiff’s alleged property rights by locking Plaintiff out of the vessel and slip,
refusing to return possession, and imposing a lien for abandonment. (Doc. No. 1, Compl.,
¶¶ 14; 37.) Plaintiff alleges that this interference caused damages. (Doc. No. 1, Compl.,
¶¶ 17–19; 39.)
The parties also dispute whether Plaintiff adequately pleads a claim for trespass to
chattels. (Doc. No. 3; Doc. No. 7.) Trespass to chattels allows recovery where Defendants
interfered with Plaintiff’s possession of personal property proximately causing actual
injury to the chattel or Plaintiff’s possessory rights. Intel Corp. v. Hamidi, 30 Cal.4th 1342,
1350–51 (2003) (citing Thrifty-Tel, Inc. v. Bezenek, 46 Cal.App.4th 1559, 1566 (1996)).
Plaintiff has adequately pled trespass to chattels. 	Plaintiff adequately alleges ownership
and right of possession to “Bad to the Bone,” Defendants’ interference with Plaintiff’s
possession of the vessel, and actual injury stemming from that interference. (Doc. No. 1,
Compl., ¶¶ 8–19; 71–75.) 	The Court therefore denies Defendants’ motion to dismiss
Plaintiff’s conversion and trespass to chattels claims.
F. Fraud Claim
The parties dispute whether Plaintiff’s allegations of fraud satisfy Fed. R. Civ.
P. 9(b). 	Rule 9(b) imposes a heightened pleading requirement that Plaintiff allege the
circumstances constituting the accused fraud “specific[ally] enough to give defendants
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
11 of 17

12
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
notice of the particular misconduct . . . so that they can defend against the charge and not
just deny they have done anything wrong.” Vess, 317 F.3d at 1106 (quoting Neubronner
v. Milken, 6 F.3d 666, 672 (9th Cir. 1993)). Allegations of fraud must be accompanied by
“the who, what, when, where, and how” of the misconduct charged. Id. (citing Cooper v.
Pickett, 137 F.3d 616, 627 (9th Cir. 1997)). 	In addition, a complaint must “set forth an
explanation as to why the statement or omission complained of was false and misleading.”
Mostowfi v. i2 Telecom Intern., Inc., 269 Fed.Appx. 621, 623–24 (9th Cir. 2008) (quoting
Decker v. GlenFed, Inc. (In re GlenFed, Inc. Sec. Litig.), 42 F.3d 1541, 1548 (9th Cir.
1994) (en banc) (superseded by statute on other grounds)).
Plaintiff’s complaint does not adequately plead fraud under Rule 9(b)’s heightened
pleading standard. 	A Plaintiff must allege that “the defendant [] intended to induce the
plaintiff to act to his detriment in reliance upon the false representation” and “that the
plaintiff actually and justifiably relied upon the defendant’s misrepresentation in acting to
his detriment.” Conrad v. Bank of America, 45 Cal.App.4th 133, 157 (1996). Plaintiff has
not alleged with sufficient particularity that the Defendants knew their statements were
false when they made them or that Defendants intended to induce Plaintiff to act to its
detriment in reliance on the false representation. Because Plaintiff fails to plead its fraud
claim with particularity, the Court grants Defendants’ motion to dismiss the fraud claim
with leave to amend.
G. Unjust Enrichment Claim
The parties dispute whether Plaintiff can bring an unjust enrichment claim given that
California law does not recognize stand-alone actions for unjust enrichment and that
Plaintiff’s unjust enrichment claim is inconsistent with its breach of contract claim. (Doc.
No. 3; Doc. No. 4.) The parties are correct that California law does not recognize a stand-
alone action for unjust enrichment. 	Durell v. Sharp Healthcare, 183 Cal.App.4th 1350
(2010); Jogani v. Superior Court, 165 Cal.App.4th 901 (2008). However, Plaintiff can still
bring a quasi-contract claim to recoup a benefit unjustly conferred “through mistake, fraud,
coercion, or request.” Astiana v. Hain Celestial Group, Inc., 783 F.3d 753, 762 (9th Cir.
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
12 of 17

13
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
2015) (quoting 55 Cal. Jur. 3d Restitution § 2). 	A court may therefore view a claim of
unjust enrichment as “a quasi-contract claim seeking restitution.” 	Id. (citing Rutheford
Holdings, LLC v. Plaza Del Rey, 223 Cal.App.4th 221, 230–31 (2014)); see Munoz v.
MacMillan, 195 Cal.App.4th 648, 661 (2011).
The Ninth Circuit also made clear in Astiana that a quasi-contract action cannot be
dismissed on the grounds that it is “duplicative of or superfluous to [Plaintiff’s] other
claims.” Id. (citing Fed. R. Civ. P. 8(d)(2) (“A party may set out 2 or more statements of
a claim or defense alternatively or hypothetically, either in a single count or defense or in
separate ones.”)). 	Defendants’ argument that Plaintiff is barred from asserting a quasi-
contract claim because Plaintiff elsewhere pled the existence and enforceability of an
express contract is therefore unavailing. As a result, the Court denies Defendants’ motion
to dismiss Plaintiff’s quasi-contract claim.
H. UCL Claim
The 	parties 	also 	dispute 	whether 	Plaintiff 	adequately 	pleads 	claims 	under
California’s Unfair Competition Law (“UCL”), Business & Professions Code § 17200.
(Doc. No. 3; Doc. No. 4.) 	The UCL protects California’s citizens by prohibiting any
“unlawful, unfair or fraudulent business act or practice.” Cal. Bus. & Prof. Code § 17200;
Podolsky 	v. 	First 	HealthCare 	Corp., 	50 	Cal.App.4th 	632, 	647 	(1996). 	Because
Section 17200 is written in the disjunctive, each prong provides a separate theory of
liability and Plaintiff need only plead enough facts to allege a violation under one prong.
Friedman v. AARP, Inc., 855 F.3d 1047, 1051–52 (9th Cir. 2017); Davis v. HSBC Bank
Nevada, N.A., 691 F.3d 1152, 1168 (9th Cir. 2012).
By 	proscribing 	“any 	unlawful” 	business 	practice, 	“section 	17200 	‘borrows’
violations of other laws and treats them as unlawful practices that the [UCL] makes
independently actionable.” 	Boschma v. Home Loan Center, Inc., 198 Cal.App.4th 230,
251–52 (2011) (quoting Puentes v. Wells Fargo Home Mortgage, Inc., 160 Cal.App.4th
638, 643–44 (2008)). 	The UCL’s “unlawful” prong can borrow from “any practices
forbidden by law, be it civil or criminal, federal, state, or municipal, statutory, regulatory
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
13 of 17

14
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
or court-made.” Saunders v. Superior Court, 27 Cal.App.4th 832, 838–39 (1994); Shroyer
v. New Cingular Wireless Services, Inc., 622 F.3d 1035, 1044 (9th Cir. 2010). However,
a lone common law violation such as breach of contract can support a Section 17200 claim
only if “the conduct is also unlawful, unfair, or fraudulent.” 	Shroyer, 622 F.3d at 1044
(citing Nat’l Rural Telecomms. Coop. v. DIRECTV, Inc., 319 F.Supp.2d 1059, 1074–75
(C.D. Cal. 2003)). “In other words, a common law violation such as breach of contract is
insufficient.” Shroyer, 622 F.3d at 1044. Because Plaintiff does not allege any violations
other than common law claims, Plaintiff fails to state a claim under the unlawful prong of
Section 17200.
Plaintiff’s complaint adequately alleges a claim under the “unfair” prong of the
UCL. 	Both parties cite to the California Supreme Court’s standard in Cel-Tech Comm.,
Inc. v. Los Angeles Cellular Tel. Co., 20 Cal.4th 163, 187 (1999). 	But the Cel-Tech
standard for UCL “unfair” claims applies only to cases between direct competitors, not all
commercial cases. Smith v. State Farm, 93 Cal.App.4th 700, 720 n.23 (2001) (“The [Cel-
Tech] court made such comment, however, in the context of a dispute between competitors.
Indeed, the Cel-Tech court concluded by articulating a specific and restrictive definition of
‘unfair’ that was to be applied whenever a plaintiff claimed to have suffered injury ‘from
a direct competitor’s unfair act or practice . . .’”). The “unfair” prong outside of the Cel-
Tech context means “any practice whose harm to the victim outweighs its benefits.”
Saunders, 27 Cal.App.4th at 839 (quoting Bank of the West v. Superior Court, 2 Cal.4th
1254, 1267 (1992)). More specifically, a business practice is “unfair” if (1) the consumer
injury is substantial; (2) the injury is not outweighed by any countervailing benefits to
consumers or competition; and (3) the injury could not reasonably have been avoided by
consumers themselves. Klein v. Chevron U.S.A., Inc., 202 Cal.App.4th 1342, 1376 (2012)
(citing Camacho v. Automobile Club of Southern California, 142 Cal.App.4th 1394, 1403
(2006)). Plaintiff pleads sufficient facts to state an unfairness claim under the UCL. (Doc.
No. 1, Compl., ¶ 54.) The elements of the unfair conduct claim implicate questions of fact
that are improper for resolution in a motion to dismiss.
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
14 of 17

15
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
I. 	Negligence/Bad Faith Claim
The parties dispute whether Plaintiff adequately pleads a negligence claim and
whether any negligence claim is barred by the economic loss rule. (Doc. No. 3; Doc. No.
4.) A negligence claim under California law requires that the Plaintiff allege duty, breach,
causation, and harm. Coyle v. Historic Mission Inn Corporation, 24 Cal.App.5th 627, 634
(2018) (citing Ortega v. Kmart Corp., 26 Cal.4th 1200, 1205 (2001)). 	Plaintiff has
adequately alleged all four elements. Plaintiff alleges that Defendants owed Plaintiff a duty
of care under both the slip agreement and marina regulations set forth in Harbors and
Navigation Code §§ 500–21, which Defendants do not directly dispute. 	(Doc. No. 1,
Compl., ¶ 62.) Plaintiff alleges that Defendants breached this duty through its restrictions
on chartering, improper eviction, and wrongful liens. (Doc. No. 1, Compl., ¶¶ 11–15; 63.)
Plaintiff also alleges that it was harmed by Defendants’ actions, with losses exceeding
$500,000. (Doc. No. 1, Compl., ¶¶ 17–19; 65.) Plaintiff sufficiently pleads the elements
of negligence, and it is not yet apparent from the parties’ briefing that Plaintiff’s claim is
barred by the economic loss rule. 	Accordingly, the Court denies Defendants’ motion to
dismiss Plaintiff’s negligence claim.
J. Wrongful Eviction Claim
The parties dispute whether Plaintiff adequately pleads wrongful eviction in its
complaint. (Doc. No. 7; Doc. No. 9.) “A tenant who is wrongfully evicted by his landlord
before the expiration of the lease term may maintain a wrongful eviction action for tort
damages and punitive damages, if appropriate.” Nativi v. Deutsche Bank National Trust
Co., 223 Cal.App.4th 261, 294 (2014) (citing Stoiber v. Honeychuck, 101 Cal.App.3d 903,
926 (1980)). 	Notwithstanding Defendants’ neglecting to argue Plaintiff’s wrongful
eviction claim in their opening motion, Plaintiff has adequately pled facts supporting its
cause of action. Plaintiff alleges the existence of a month-to-month slip agreement. (Doc.
No. 1, Compl., ¶ 8.) 	Plaintiff also alleges improper termination and lockout despite
allegedly performing. 	(Doc. No. 1, Compl., ¶¶ 12–14.) 	The Court therefore denies
Defendants’ motion to dismiss Plaintiff’s wrongful eviction claim.
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
15 of 17

16
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
K. Declaratory Relief Claim
The parties dispute whether Plaintiff’s claim for declaratory relief is proper. As both
sides acknowledge, the Declaratory Judgment Act instructs federal courts to issue
declaratory relief in cases of actual controversy, to operate prospectively rather than purely
to redress past disputes. 	28 U.S.C. § 2201. 	Plaintiff has adequately alleged facts
supporting its claim that an ongoing dispute exists. 	Plaintiff alleges that the ban on
chartering outside Safe Harbor continues. 	(Doc. No. 1, Compl., ¶¶ 5–6.) 	Plaintiff also
alleges that the scope and meaning of the slip agreement is an ongoing dispute such that it
is uncertain what its authority over the use of “Bad to the Bone” is. (Doc. No. 1, Compl.,
¶ 67.) 	The Court thus denies Defendants’ motion to dismiss Plaintiff’s request for
declaratory relief.
L. Motion to Strike Punitive Damages and Injunctive Relief
Defendants move to strike Plaintiff’s prayers for punitive damages and injunctive
relief. (Doc. No. 4.) Defendants challenge the request for punitive damages on the grounds
that none of Plaintiff’s allegations support that Defendant Davis acted in “a vile,
contemptuous, reprehensible or otherwise despicable manner that would support a finding
of punitive damages.” 	(Doc. No. 4.) 	Defendants move to strike Plaintiff’s prayer for
injunctive relief on the grounds that injunctive relief is too extraordinary a remedy. (Doc.
No. 4.) 	In responding to both requests to strike, Plaintiff asserts that Defendants’
arguments go to the merits of each issue which are improperly considered in a motion to
strike. (Doc. No. 8.)
Motions to strike are “generally regarded with disfavor because of the limited
importance of pleading in federal practice, and because they are often used as a delaying
tactic.” 	Kohler v. Island Restaurants, LP, 280 F.R.D. 560, 563–64 (S.D. Cal. 2012).
Defendants move to strike Plaintiff’s prayers for punitive damages and injunctive relief,
yet assert arguments going to the substantive merits of each. Some of Plaintiff’s causes of
action, if proven, could support granting punitive damages. There is also no motion for a
preliminary injunction pending before the Court, rendering Defendants’ arguments on that
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
16 of 17

17
3:25-cv-03259-H-BJW
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
issue premature. 	Accordingly, the Court denies Defendants’ motion to strike without
prejudice.
Conclusion
For the foregoing reasons, the Court DENIES IN PART Defendants’ motion to
dismiss and DENIES Defendants’ motion to strike. The Court grants Plaintiff 30 days to
amend its complaint if it can do so.
IT IS SO ORDERED.
DATED: February 23, 2026
MARILYN L. HUFF, District Judge
UNITED STATES DISTRICT COURT
Case 3:25-cv-03259-H-BJW Document 12 Filed 02/23/26 PageID.<pageID> Page
17 of 17