Li v. Suo et al

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United States District Court
Northern District of
 California
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
YAN-TAO LI,
Plaintiff,
v.
JIE SUO, et al.,
Defendants.
Case No. 24-cv-05055-AMO
ORDER GRANTING MOTION TO
DISMISS SECOND AMENDED
COMPLAINT
Re: Dkt. No. 24
This suit alleges that Defendants Roger Anderson, Trustee of the RWA Trust Dated March
14, 2014, FCI Lender, Inc., and California TD Specialists improperly relied on a void power of
attorney when foreclosing on Plaintiff Yan-Tao Li’s home. Before the Court is Defendant Roger
Anderson’s, Trustee of the RWA Trust Dated March 14, 2014, (“Anderson”) motion to dismiss
Li’s second amended complaint. Having read the parties’ papers and carefully considered their
arguments and the relevant legal authority, and good cause appearing, the Court GRANTS the
motion to dismiss without leave to amend, for the following reasons.
I. BACKGROUND1
In 2016, Jie Suo helped Li – a resident of China – in the homebuying process, and with her
assistance, Li purchased a house in Pittsburg, California. Second Amended Complaint (“SAC”)
(Dkt. No. 23) ¶¶ 13-17. Shortly thereafter, while Li was at the airport preparing to board his
return flight to China, he signed a power of attorney at Suo’s instruction. Id. ¶¶ 17-19. The power
of attorney Li signed appointed Suo as his agent and attorney-in-fact, but Li believed he was
1 These facts are drawn from the allegations in Li’s second amended complaint, which the Court
accepts as true and construes in the light most favorable to Li. See Manzarek v. St. Paul Fire &
Marine Ins. Co., 519 F.3d 1025, 1031 (9th Cir. 2008) (citation omitted).
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signing a document that would only authorize Suo to set up utilities, pay property taxes and other
bills, and manage his house. Id. ¶¶ 17-20. Acting under the power of attorney, Suo took out a
$560,000 loan (“Anderson Loan”) from Anderson, which was secured by a deed of trust against
Li’s house. Id. ¶ 24. This loan was used to pay off a previous loan in the amount of $400,000,
which Suo had taken out against the house on Li’s behalf. Id. ¶¶ 21-24, 26. Upon learning of the
Anderson Loan, and at the advice of an attorney, Li made payments to cover delinquent interest
and penalties on the Anderson Loan, in an attempt to avoid losing his house to foreclosure. Id.
¶¶ 43-48. In February 2024, when the Anderson Loan came due, Li refused to pay it. Id. ¶ 54. In
November 2024, Li’s house was sold via foreclosure auction to a third party. Id. ¶ 59.
On August 12, 2024, Li filed a complaint and ex parte motion for a temporary restraining
order and preliminary injunction (“TRO motion”). Dkt. Nos. 1, 2. On August 13, 2024, Li filed
an amended complaint. Dkt. No. 8. On August 15, 2024, the Court denied Li’s TRO motion
because Li failed to allege that Defendants acquired title absent good faith, and consequently, the
Court found he was unlikely to succeed on the merits. Dkt. No. 9.
On October 4, 2024, Anderson filed a motion to dismiss Li’s amended complaint. Dkt.
No. 10. On November 27, 2024, the Court issued an order to show cause why Anderson’s motion
should not be granted as unopposed, as Li had not filed an opposition, which was due October 18,
2024. Dkt. No. 15. On December 20, 2024, Li filed a response to the show cause order, Dkt. No.
16, and an opposition to Anderson’s motion to dismiss, Dkt. No. 17. On December 27, 2024,
Anderson filed a reply in support of the motion to dismiss. Dkt. No. 18. On May 8, 2025, the
Court granted Anderson’s motion to dismiss with leave to amend because “Li [] failed to allege
that Anderson acquired title absent good faith.” Dkt. No. 20 at 3. On June 5, 2025, Li filed a
second amended complaint. Dkt. No. 21. On June 20, 2025, Anderson filed a motion to dismiss
or alternatively for a more definite statement. Dkt. No. 24. On July 7, 2025, Li filed an
opposition. Dkt. No. 25. On July 14, 2025, Anderson filed a reply in support of his motion to
dismiss. Dkt. No. 26.
II. LEGAL STANDARD
Federal Rule of Civil Procedure 8 requires a complaint to include “a short and plain
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statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). A
complaint that fails to meet this standard may be dismissed pursuant to Federal Rule of Civil
Procedure 12(b)(6). To overcome a Rule 12(b)(6) motion to dismiss, the factual allegations in the
plaintiff’s complaint “‘must . . . suggest that the claim has at least a plausible chance of
success.’” Levitt v. Yelp! Inc., 765 F.3d 1123, 1135 (9th Cir. 2014) (quoting In re Century
Aluminum Co. Sec. Litig., 729 F.3d 1104, 1107 (9th Cir. 2013) (alterations in original)). “[T]he
non-conclusory ‘factual content’ and reasonable inferences from that content must be plausibly
suggestive of a claim entitling the plaintiff to relief.” Moss v. U.S. Secret Service, 572 F.3d 962,
969 (9th Cir. 2009). Where a plaintiff “alleg[es] fraud or mistake,” the complaint must “state with
particularity the circumstances constituting fraud,” Fed. R. Civ. P. 9(b), i.e., “[a]verments of fraud
must be accompanied by the ‘who, what, when, where, and how’ of the misconduct charged,” Vess
v. Ciba–Geigy Corp. USA, 317 F.3d 1097, 1106 (9th Cir. 2003). In ruling on a motion to dismiss,
courts “accept factual allegations in the complaint as true and construe the pleadings in the light
most favorable to the nonmoving party.” Manzarek, 519 F.3d at 1031 (citation omitted). Though
entitled to a generous reading of the complaint, an unrepresented plaintiff must still meet these
pleading standards. See Hughes v. Rowe, 449 U.S. 5, 9-10 (1980); see also Hearns v. Terhune,
413 F.3d 1036, 1040 (9th Cir. 2005); Feathers v. SEC, No. 22-cv-05756-JD, 2022 WL 17330840,
at *1 (N.D. Cal. Nov. 29, 2022).
III. DISCUSSION
Drawing all reasonable inferences in Li’s favor, the Court finds that Li’s amended
complaint fails to state a claim against Anderson for which he may be entitled to relief. Li brings
claims for (1) wrongful foreclosure, (2) cancellation of instruments, (3) slander of title, (4)
declaratory relief, (5) violation of California Civil Code Sections 2923.5 and 2924, (6) fraud, (7)
conversion, (8) unjust enrichment, and (9) respondeat superior. Anderson argues that Li fails to
state a claim upon which relief can be granted because he fails to sufficiently allege (1) that
Anderson was not acting in good faith when relying on the power of attorney Li granted Suo or (2)
that the power of attorney was void. See generally Dkt. Nos. 24, 26. Each argument is discussed
in turn.
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A. Good Faith
California Probate Code Section 4303 “provides immunity from liability” to third persons
who rely in good faith on a facially valid power of attorney. Kaneko v. Yager, 120 Cal. App. 4th
970, 973 (2004). In his complaint, Li asserts that Suo had to “offer a cut or share of loan proceeds
to RWA’s agents” to convince Anderson to extend a loan. SAC ¶ 24. He further states that
“RWA’s agents were aware of the suspicious circumstances” and that they pushed through the
loan because they were “promise[d] a cut or share of the proceeds[.]” Id. ¶ 25. Li appears to
contend that Anderson or his agents were not acting in good faith in relying on the power of
attorney because they were bribed into extending a loan. See id. ¶¶ 79, 91. However, this
averment is not supported by any factual content from which the Court could reasonably draw the
inference that Anderson or his agents were bribed by Suo. Ashcroft v. Iqbal, 556 U.S. 662, 664
(2009) (“While legal conclusions can provide the complaint’s framework, they must be supported
by factual allegations.”). Thus, Li has not alleged sufficient facts to show that Anderson or his
agents were bribed or otherwise failed to act in good faith in relying on the facially valid power of
attorney. Li has therefore failed to meet his burden of showing that the immunity provision in
California Probate Code Section 4303 does not apply to Anderson.
Moreover, because Li brings a specific claim for fraud against Anderson, and his
allegations in general sound in fraud, see, e.g., SAC ¶¶ 63, 67, 74-75, 77, his allegations are
subject to the heightened pleading standard of Federal Rule of Civil Procedure 9(b). See Vess,
F.3d at 1103-1104. “Rule 9(b) does not allow a complaint to . . . lump multiple defendants
together but require[s] plaintiffs to differentiate their allegations when suing more than one
defendant.” Destfino v. Reiswig, 630 F.3d 952, 958 (9th Cir. 2011) (citation and quotation marks
omitted). To state a claim against Anderson, Li must allege with particularity the circumstances
surrounding Anderson’s alleged fraudulent conduct – not simply the alleged fraudulent conduct of
other Defendants or third parties. See id. Li’s second amended complaint lacks this necessary
specificity. Indeed, the second amended complaint continues to allege very little as to Anderson,
besides that his agents were bribed by Suo into extending a loan. SAC ¶¶ 77, 79, 91. The
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majority of Li’s allegations continue to relate to Suo’s alleged misconduct.2 See, e.g., SAC ¶¶ 17-
24, 29-35. Accordingly, the second amended complaint also fails to meet Federal Rule of Civil
Procedure 9(b)’s heightened pleading standard for allegations sounding in fraud.
B. Void Power of Attorney
Anderson further seeks dismissal because Li has not adequately alleged the power of
attorney he granted to Suo was void. Dkt. No. 24 at 9; Dkt. No. 26 at 5. Li argues that because
the power of attorney was void, any transactions stemming from the power of attorney are void as
well. See Trout v. Taylor, 220 Cal. 652, 656 (1934) (“Numerous authorities have established the
rule that an instrument wholly void, such as an undelivered deed, a forged instrument, or a deed in
blank, cannot be made the foundation of a good title, even under the equitable doctrine of bona
fide purchase”).
Li argues that Suo’s power of attorney is void because, when signing the power of
attorney, Li relied on Suo’s assurance that the document granted Suo power to “set up utilities,
pay property tax and other bills, [and] manage the [h]ouse.” SAC ¶ 17. Li further asserts that he
“does not speak or read English” but that “the document he saw and signed contained very little
writings, and seemed consistent with [] Suo’s representation that it was only to authorize her to set
up utilities, pay taxes and bills, and manage the [h]ouse.” Id. ¶ 18.
Li compares his case to Rosenthal v. Great Western Financial Securities Corporation,
where the California Supreme Court held that a plaintiff had adequately alleged a contract she
signed was void. See Dkt. No. 25 at 8; 14 Cal. 4th at 427-428. In Rosenthal, 24 different
plaintiffs sought to block enforcement of an arbitration provision contained in an investment
account agreement each had signed. Id. at 402-403. The Rosenthal court found that most
plaintiffs’ contracts were not void and affirmed the principle that a party may not avoid
enforcement of an agreement based on alleged fraud, except where the fraud was “so fundamental
that they were deceived as to the basic character of the documents they signed” and deprived of “a
reasonable opportunity to learn the character and essential terms of the documents they signed.”
2 The Court previously noted this deficiency in its order granting Anderson’s motion to dismiss
Li’s first amended complaint. See Dkt. No. 20 at 4.
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Id. at 426-28.
Notwithstanding that general holding, the Rosenthal court found that some plaintiffs had
adequately alleged the contracts they signed were void. Id. at 427-430. Li argues his case is
similar to that of plaintiff Greco in Rosenthal. Dkt. No. 25 at 8. Greco was not fluent in English,
so she had a representative read the contract at issue aloud to her daughter in English, who then
read the agreement to Greco in Italian. Id. at 427. Though there was an arbitration clause in the
agreement, the representative never mentioned arbitration. Id. The representative assured Greco
that the contract contained only what he had read aloud and urged her “you just need to sign.” Id.
Rosenthal is inapplicable here. Li does not claim Suo read the contract to him at all, much
less in its entirety. And unlike Greco, who was unaware she was signing an arbitration agreement,
Li knew he was signing a power of attorney, but he believed it was more limited than it was. SAC
¶ 17. It is generally unreasonable “to neglect to read a written agreement before signing it.”
Rosenthal, 14 Cal.4th at 424. The Court finds that Suo has not alleged facts sufficient to
overcome this established principle. See id. (holding that plaintiffs who “produced evidence of
limited facility with English” did not show facts sufficient to make their reliance on
representations reasonable where plaintiffs did not read the contract at issue). Thus, Li has not
adequately alleged that the power of attorney he granted Suo was void.
Because Li has not sufficiently alleged either that (1) Anderson acted in bad faith in
relying upon the power of attorney or (2) that the power of attorney was void, he has failed to
plausibly allege that Anderson is liable for any of the claims brought against him.
C. Leave to Amend.
Finally, Anderson argues that Li’s complaint should be dismissed without leave to amend.
Courts dismissing a complaint for failure to state a claim should “freely give leave” to amend
“when justice so requires.” Fed. R. Civ. P. 15(a)(2). “[A] district court should not dismiss
a pro se complaint without leave to amend unless it is absolutely clear that the deficiencies of the
complaint could not be cured by amendment.” Akhtar v. Mesa, 698 F.3d 1202, 1212 (9th Cir.
2012) (quotations omitted). Li has now amended his complaint twice, and each time, he has failed
to state “a claim upon which relief can be granted.” Fed. R. Civ. P. 12(b)(6). Since the Court’s
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August 15, 2024 order denying Anderson’s motion for a temporary restraining order, Dkt. No. 9,
Li has been aware that failing to plead facts showing Anderson lacked good faith left his
complaint deficient, but he has nonetheless failed to allege such facts. See Foman v. Davis, 371
U.S. 178, 182 (1962) (holding leave to amend may be denied if there is “repeated failure to cure
deficiencies by amendments previously allowed”). Additionally, Li conceded that his “claims are
not based on Anderson’s breaching of contract or wrongdoing.” Dkt. No 25 at 6. Further, Li
admits that he knew the document he signed was a power of attorney and that he could not read it.
SAC ¶¶ 17-22. Li’s argument that the power of attorney is void therefore fails as a matter of law,
as his reliance on Suo’s assurances was unreasonable. See, e.g. Rosenthal, 14 Cal.4th at 423-24
(“one party’s unreasonable reliance on the other’s misrepresentations resulting in a failure to read
a written agreement before signing it, is an insufficient basis . . . for permitting that party to avoid
an . . . agreement”) (emphasis in original). Because Li has failed to state a claim after multiple
attempts to amend his complaint, further amendment would be futile. See Foman, 371 U.S. at 182
(holding leave to amend may be denied due to “futility of amendment”). The Court therefore
finds that Li is not entitled to leave to amend.
IV. CONCLUSION
For the reasons stated above, Anderson’s motion to dismiss is GRANTED without leave
to amend.
The remaining parties, Plaintiff Yan-Tao Li and Defendants FCI Lender Inc. and
California TD Specialists, SHALL meet and confer and FILE a joint case management statement
for contemplated next steps in this matter no later than noon on February 17, 2026. The Court
SETS a further case management conference for February 26, 2026, at 10:00 a.m.
IT IS SO ORDERED.
Dated: January 27, 2026
ARACELI MARTÍNEZ-OLGUÍN
United States District Judge
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