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Angelov v. Wilshire Bancorp, Inc.
Citation: 331 F. App'x 471Docket: No. 08-55061
Court: Court of Appeals for the Ninth Circuit; May 26, 2009; Federal Appellate Court
Plaintiff-Appellants Chavdar Angelov and KIDS Fight Cancer appeal the district court's order granting motions to dismiss their claims against Wilshire Bancorp Inc. and Wilshire State Bank without leave to amend. The court found that Angelov failed to provide sufficient facts to establish liability of Wilshire Bancorp for the acts of its subsidiary, the Bank, under either an agency or alter ego theory. To prove agency, Angelov must demonstrate that Wilshire Bancorp controlled the Bank sufficiently to make it an instrumentality. For alter ego liability, he must show a unity of interest and ownership such that their separate identities do not exist, and that not holding Wilshire Bancorp liable would result in an inequitable outcome. The court concluded that the complaint lacked necessary allegations for either theory. While the dismissal of claims against Wilshire Bancorp was proper, the district court erred in dismissing them without leave to amend, as such dismissals are only appropriate in extraordinary cases. The court emphasized that if a complaint can be saved by additional factual allegations, leave to amend should be granted. Similarly, the district court correctly dismissed Angelov's claims against the Bank for breach of contract, breach of fiduciary duty, and aiding and abetting, due to insufficient pleadings. However, these claims were also reversed and remanded to allow for amendment. In contrast, Angelov's claims of negligence, conversion, and accounting were adequately pled and should not have been dismissed. The court reversed the dismissal on these claims and remanded for discovery. The final ruling affirms the dismissal of claims against Wilshire Bancorp and the Bank's breach claims while reversing and remanding the claims on negligence, conversion, and accounting for further proceedings. Each party is to bear its own costs on appeal, with a note that Judge Pregerson would have awarded costs to the Plaintiffs-Appellants. This decision is not intended for publication and does not set a precedent except as specified by 9th Cir. R. 36-3.