Kanaan v. Yaqub

2023 U.S. Dist. LEXIS 229220 (2023)

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Nature of the Case

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Facts

P and D co-founded an LLC in 1998, in which P owned a 30% member interest. IP alleges that D falsified documents in 2017 to make it seem as though P has only an 8% ownership interest in the LLC. P sued for breach of fiduciary duty, breach of contract, breach of the implied covenant of good faith and fair dealing, violation of California's Unfair Competition Law (UCL), Cal. Bus. & Prof. Code §§ 17200 et seq., declaratory and injunctive relief, and fraud through concealment. D asserted 13 affirmative defenses and one counterclaim for declaratory relief. The affirmative defenses are: (1) failure to state a claim; (2) lack of proximate cause; (3) conduct of third parties; (4) comparative fault; (5) apportionment; (6) not a substantial factor; (7) estoppel; (8) statute of limitations; (9) doctrine of laches; (10) failure to join a necessary party; (11) lack of standing; (12) punitive damages; and (13) defendant acted reasonably. P now moves to strike all affirmative defenses under rule 12(f). P argues that defenses 2, 3, 4, 5, 7, 8, 9, and 13 fail to meet the pleading requirements set forth in Bell Atlantic Corp. v. Twombly, and Ashcroft v. Iqbal. P argues that affirmative defenses 1, 6, 11, and 12 are improper because a 'defense which demonstrates that the plaintiff has not met its burden of proof is not an affirmative defense.' P argues that affirmative defense 10 (failure to join a necessary party) should be stricken because the Court already rejected it.