Ashley Jiang v. Toudaotang Co., Inc.

[7] 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA [10] 11 ASHLEY JIANG, Case No. 2:24-cv-09707-FLA (JCx) 12 Plaintiff, ORDER TO SHOW CAUSE 13 v. [14] 15 TOUDAOTANG CO. INC., et al., 16 Defendants. [28] 1 ORDER TO SHOW CAUSE 2 On October 8, 2024, Plaintiff Ashley Jiang (“Plaintiff” or “Jiang”) filed a 3 Complaint against Defendant Toudaotang Technology, Co. Ltd., a Chinese 4 corporation with its principal office at Guangzhou, People’s Republic of China 5 (“Toudaotang-China”), which Plaintiff alleges “is doing business as Toudaotang Co. 6 Inc., a Connecticut corporation (“Toudaotang-Connecticut”), and individual 7 Defendants Zongliang Zhou (“Zhou,” erroneously sued as Zhongliang Zhou) and Cia 8 Sun (“Sun”) (collectively, “Defendants”) in the Los Angeles County Superior Court. 9 Dkt. 1-1 (“Compl.”).1 10 Plaintiff alleges the following facts in the Complaint. On December 20, 2021, 11 Plaintiff entered into a two-and-a-half year “Agency Contract” with Toudaotang12 China, to help sell Toudaotang-China’s beauty product merchandise in the United 13 States. Compl. ¶¶ 2, 14. Pursuant to the Agency Contract, Plaintiff became the 14 general agent for Toudaotang-China’s products in California upon payment of one 15 million Chinese renminbi (“RMB”). Id. ¶¶ 15, 17. The Agency Contract also 16 provided that, upon payment of an additional one million RMB during the agency 17 period (from December 20, 2021 to June 19, 2024), the Agency Contract would be 18 renewed so that Plaintiff would become Toudaotang-China’s general agent for the 19 entire U.S. market. Id. ¶ 16. Toudaotang-China, however, did not renew the Agency 20 Contract and designate Plaintiff its general agent for the entire U.S. market despite the 21 second one million RMB payment having been made. Id. ¶ 18. In addition, 22 Defendants Zhou and Sun promised to compensate Plaintiff for assigning the New 23 York market to a third party, but failed to fulfill their promise. Id. ¶ 20. 24 On November 12, 2024, Defendants Toudaotang-Connecticut, Zhou, and Sun 25 removed this action to federal court. Dkt. 1. The Notice of Removal states [27] 1 The court cites documents by the page numbers added by the court’s CM/ECF 28 system, rather than any page numbers that appear within the documents natively. 1 | Toudaotang-Connecticut was “incorrectly named [as] Toudaotang Technology, Co. 2 | LTD[] in the Complaint[.]” Jd. at 2. 3 Under California law, the designation of “dba” or “doing business as” indicates 4 || that a company operates under a fictitious business name. See Cal. Bus. & Prof. Code 5 || § 17900, et seq.; Pinkerton’s, Inc. v. Superior Court, 49 Cal. App. 4th 1342 , 1348 6 | (1996); Providence Wash. Ins. Co. v. Valley Forge Ins. Co., 42 Cal. App. 4th 1194 , 7 || 1200 (1996) (“The designation ‘dba’ means ‘doing business as’ but is merely 8 | descriptive of the person or corporation who does business under some other name. 9 | Doing business under another name does not create an entity distinct from the person 10 | operating the business. The business name is a fiction, and so too is any implication 11 | that the business is a legal entity separate from its owner.”) (cleaned up). Plaintiff 12 | does not present any legal authority to establish that a separate and distinct entity 13 | incorporated in Connecticut can serve as the fictional business name of a foreign 14 | corporation. See Compl.; Dkt. 22. 15 Accordingly, the court ORDERS Plaintiff to SHOW CAUSE in writing, within 16 | fourteen (14) days from the date of this Order, why the court should not dismiss 17 | Toudaotang-China from the Complaint with leave to amend, based on allegations that 18 | Toudaotang-China is doing business as Toudaotang Co. Inc. Plaintiff's response shall 19 | be limited to ten (10) pages in length. Plaintiff should also address whether it has 20 | effectuated lawful service of process on Toudaotang-China, separate from Toudaotang 21 | Co. Inc. Plaintiff's failure to respond timely and adequately to this Order shall result 22 | in the dismissal of Toudaotang-China from the Complaint with leave to amend. [23] 24 IT IS SO ORDERED. [25] 26 | Dated: May 19, 2025 07 FERNANDO L. AENLLE-ROCHA United States District Judge