Sahbari v. Silicon Valley Chemlabs
Filed 2/10/06 Sahbari v. Silicon Valley Chemlabs CA1/5
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b). This opinion has not been certified for publication or ordered published for purposes of rule 977.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FIRST APPELLATE DISTRICT
DIVISION FIVE
| BELGHEIS SAHBARI, Plaintiff and Appellant, v. SILICON VALLEY CHEMLABS, INC., et al., Defendants and Respondents. | A108597 (San Francisco County Super. Ct. No. 404996) |
Plaintiff and appellant Belgheis Sahbari's third, and operative, complaint against defendants and respondents Silicon Valley Chemlabs, Inc., Shipley Company, and Rohm and Haas Company (collectively, defendants) contained five causes of action: (1) concerted action to deprive her of personal property, (2) civil conspiracy, (3) aiding and abetting the tortious conduct of another, (4) conversion, and (5) wrongful termination of employment.
The court sustained defendants' demurrer to the first four causes of action without leave to amend. The fifth cause of action went to jury trial; the jury reached a verdict in favor of defendants; and judgment was entered thereon.
On appeal, plaintiff challenges only the ruling on the demurrer to her third cause of action. She contends she pleaded facts sufficient to state a cause of action against defendants for aiding and abetting her husband's breach of fiduciary duty to her as his spouse.
BACKGROUND
Complaint
Plaintiff's third cause of action for aiding and abetting makes the following allegations, incorporating allegations from the prior causes of action:
Until 1989, plaintiff owned and operated a hairdressing business and supported her husband (Husband) and their three sons while Husband was in graduate school obtaining a doctorate in chemistry. In 1989 plaintiff sold her hairdressing business and used the sale proceeds to capitalize a new family business incorporated as Silicon Valley Chemlabs, Inc. (SVC) and located in Sunnyvale, California. Plaintiff and Husband openly conducted SVC as a family business which, over the years, employed their sons, cousins, and a daughter-in-law. From its inception plaintiff openly and actively managed SVC with other family members and supervised its day-to-day activities while Husband concentrated on product development.
In the summer of 1999, SVC and the Merck Corporation entered into negotiations by which Merck sought to purchase an interest in SVC. Plaintiff was part of all negotiations between Merck and SVC. A dispute arose between Husband, who wanted to sell a majority interest of SVC to Merck, and plaintiff, who was adamant she would never sell a controlling interest because she wanted to preserve SVC as a family asset and place of employment for the entire family. The negotiations terminated without Merck purchasing any interest in SVC. The failed negotiations were published in Electronic Chemical News. On September 2, 1999, several days after the SVC/Merck negotiations ended, plaintiff was temporarily disabled by a stroke.
Between late September 1999, Shipley Company (Shipley) of Marlborough, Massachusetts, and Rohm and Haas Company (R&H) of Philadelphia, Pennsylvania entered into negotiations with Husband to purchase SVC, knowingly concealing the negotiations from plaintiff while she was temporarily out of the office. The two companies agreed to purchase a controlling interest in SVC and to proceed quickly with the purchase, completing a â€
