Opinion
3:23-cv-02290-BEN-DEB
07-29-2024
ABBVIE INC., a Delaware corporation, Plaintiff, v. ADCENTRX THERAPEUTICS INC., a Delaware corporation; DONG JUN Danny LEE, an individual; and DOES 110, Defendants.
ORDER: (1) DENYING-IN-PART DEFENDANT DON JUN LEE'S MOTION TO COMPEL ARBITRATION, OR IN THE ALTERNATIVE, TO DISMISS; AND (2) DENYING-IN-PART DEFENDANT ADCENTRX'S MOTION TO STAY, OR IN THE ALTERNATIVE, TO DISMISS [ECF NOS. 14,15]
HON ROGER T. BENITEZ UNITED STATES DISTRICT JUDGE
On December 15, 2023, Plaintiff AbbVie, Inc. (“Plaintiff') filed its complaint against Defendants Adcentrx Therapeutics Inc., (“Adcentrx”), Dong Jun Lee (“Lee”) and DOES 1 through 10 (collectively, “Defendants”) alleging four claims for relief. ECF No. 1 (Compl.). On January 22, 2024, Defendant Lee moved to compel arbitration or, in the alternative, dismiss the complaint. ECF No. 14. The same day, Defendant Adcentrx I moved to stay the action pending arbitration between Lee and Plaintiff, or in the alternative, to dismiss. ECF No. 15. Both motions are fully briefed. ECF Nos. 22-25.
The motions were submitted on the papers without oral argument pursuant to Civil Local Rule 7.1(d)(1) and Rule 78(b) of the Federal Rules of Civil Procedure. ECF No. 26.
For the reasons set forth below, the Court: (1) DENIES Defendant Lee's motion to compel arbitration; (2) GRANTS Defendant Lee's motion to dismiss; (3) DENIES-AS-MOOT Defendant Adcentrx's Motion to Stay; and (2) GRANTS Defendant Adcentrx's Motion to Dismiss.
For purposes of these motions, the Court assumes the facts pled in the complaint as true. Mazarekv. St. Paul Fire & Marine Ins. Co., 519 F.3d 1025, 1031 (9th Cir. 2008).
Plaintiff AbbVie is a pharmaceutical corporation. Compl. ¶ 26. Plaintiff alleges Defendant Lee worked for AbbVie for over six years. Id. ¶ 2. “During his tenure, Lee was a key scientist on one of AbbVie's anti-cancer research programs, known as the microtubule inhibitor (‘MTi') ADC program. The MTi ADC program involved a particular type of therapeutic known as antibody drug conjugates (‘ADCs'), which are compounds where an anti-cancer payload is conjugated to an antibody via a chemical linker, allowing for targeted delivery of the payload directly to cancer cells. The combination of the anti-cancer payload and the linker is typically referred to as a linker-drug.” Id.
Plaintiff began its MTi ADC program in 2015. Id., ¶ 29. Defendant Lee was hired in 2015 and was one of the key scientists in the MTi-ADC program from November 2016 through February 2021. Id. ¶¶ 30-31. Plaintiff alleges Lee had access to the full scope of the MTi-ADC program and engaged directly with biologists who tested the compounds for efficacy and safety. Id. ¶ 32. In April 2021, Lee secretly accepted a position at Adcentrx. Id. ¶ 74. Lee remained employed by Plaintiff until June 2021. Id. Shortly after Lee left, Adcentrx began filing patent applications for MTi-ADC type drugs, naming Lee as the inventor. Id. ¶¶ 75-76, 80. Plaintiff alleges Lee used confidential information and trade secrets he learned while working for AbbVie's MTi-ADC program to develop these drugs for Adcentrx. Id. ¶ 34.
Noted later, parties appear to agree in their briefs this is not accurate.
On December 15, 2023, Plaintiff filed its original complaint alleging four causes of action: (1) misappropriation of trade secrets under the Defend Trade Secrets Act (“DTSA”), 18 U.S.C. § 1836, et seq', (2) declaratory judgment; and (3-4) two breach of contract claims against Defendant Lee based on breaches of Lee's employment agreement.
II. LEGAL STANDARDS
A. Motion to Compel
Under the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., arbitration agreements “shall be valid irrevocable, and enforceable, save upon such grounds that exist at law or in equity for the revocation of a contract.” 9 U.S.C. § 2. The district court's role in ruling on a motion to compel arbitration is “limited to determining (1) whether a valid agreement to arbitrate exists[,] and if it does, (2) whether the agreement encompasses the dispute at issue.” Revitch v. DIRECTV, LLC, 977 F.3d 713, 716 (9th Cir. 2020). Only if the court answers both questions in the affirmative will the FAA require the Court “to enforce the terms of the arbitration agreement in accordance with its terms.” Revitch, 977 F.3d at 716. Federal substantive law governs the scope of an arbitration agreement, Kramer v. Toyota Motor Corp., 705 F.3d 1122, 1126 (9th Cir. 2013), and state contract law governs issues pertaining to the validity, revocability, and enforceability of an arbitration agreement. Revitch, at 716-17.
B. Motion to Dismiss
Federal Rule of Civil Procedure 12(b)(6) permits dismissal for “failure to state a claim upon which relief can be granted.” Fed.R.Civ.P. 12(b)(6). Dismissal under Rule 12(b)(6) is appropriate where the complaint lacks a cognizable legal theory or sufficient facts to support a cognizable, plausible claim. See Balistreri v. Pacific Police Dep 't., 901 F.2d 696, 699 (9th Cir. 1990). A complaint may survive a motion to dismiss only if, taking all well pled factual allegations as true, it contains enough facts to “state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). A motion to dismiss tests the “legal sufficiency” of the complaint. Ueto v. Glock Inc., 349 F.3d 1191, 1199-200 (9th Cir. 2003).
III. DISCUSSION
Defendant Lee brings a motion to compel arbitration or in the alternative, to dismiss the complaint. ECF No. 14 (“Lee Mot.”). Defendant Adcentrx brings a motion to stay the case pending arbitration of Lee's claims, or in the alternative, to dismiss the complaint. ECF No. 15 (“Ad. Mot.”). Relevant to the discussion of both motions are two written agreements.
First, in February 2015, Defendant Lee and Plaintiff signed an Employment Agreement. See ECF No. 22-2, Ex. A (“Employment Agreement”). Defendant Lee's purported breaches of the Employment Agreement form the basis of Plaintiff s breach of contract claims. Second, Defendant Lee and Pharmacyclics LLC (“PCYC”) executed a Mutual Arbitration Agreement in October 2018. See ECF No. 14-2 (“Arbitration Agreement”). The Arbitration Agreement defines “Employer” as PCYC and “Employee” as Defendant Lee. Id. at 1. Importantly, the Arbitration Agreement provides that: “Employee and Employer agree that.. .any existing, currently pending and/or future claim.. .that has arisen or arises between Employee Parties and.. .Employer Parties.. .shall be resolved by final and binding arbitration...” Id. at 2 (cleaned up). The Arbitration Agreement defines “Employer Parties” as PCYC and “its past, present and future: parent(s), subsidiaries, affiliates, and/or their respective past, present and future: officers, directors and/or employees[.]” Id. The Arbitration Agreement forms the basis of Defendant Lee's motion to compel arbitration.
PCYC is described by Defendant Lee as a subsidiary of AbbVie. Lee Mot. at 3. Plaintiff seems to concede this fact, albeit indirectly. ECF No. 22 (“Lee Oppo.”) at 2. PCYC is not a party to this action.
A. Motion to Compel
Defendant Lee argues that a valid and binding agreement exists that requires Plaintiff to arbitrate disputes against him. Lee Mot. at 2. Lee argues because PCYC is a subsidiary of Plaintiff, Plaintiff falls under the definition of “Employer Party” in the Arbitration Agreement. Id. Plaintiff responds that it was not a signatory to the arbitration agreement and accordingly cannot be compelled to arbitration. Lee Oppo, at 1. Plaintiff further contends it was “unaware of the arbitration agreement” until it was produced by Lee's counsel. Lee Oppo, at 4.
Generally, “a party cannot be compelled to arbitrate a dispute that he or she has not agreed to resolve by arbitration.” Benaroya v. Willis, 23 Cal.App.5th 462, 469 (2018) (collecting cases). Under California law, a party seeking to compel arbitration against a non-signatory to the agreement must show that one of the following exceptions applies: (1) incorporation by reference; (2) assumption; (3) agency; (4) piercing the corporate veil or alter ego; (5) estoppel; and (6) third party beneficiary. Comer v. Micor, Inc., 436 F.3d 1098, 1101 (9th Cir. 2006); see also Cal. Civ. Code § 1559 (third parties may enforce contracts made expressly for their benefit). Whether an arbitration agreement is binding on a third-party such as a non-signatory is a question of law. Daniels v. Sunrise Senior Living, Inc., 212 Cal.App.4th 674, 680 (2013).
Here, Defendant Lee argues that the agency, estoppel and the third party beneficiary exceptions allow for Plaintiff to be bound by the Arbitration Agreement. ECF No. 24 (“Lee Reply”) at 2. The Court will address these arguments in reverse order.
1. Third Party Beneficiary. “A third party beneficiary is someone who may enforce a contract because the contract is made expressly for his benefit,” Pillar Project AG v. Payward Ventures, Inc., 64 Cal.App.5th 671, 677 (2021) (citation omitted, cleaned up). “The test for determining whether a contract was made for the benefit of a third person is whether an intent to benefit a third person appears from the terms of the contract.” Pillar, 64 Cal.App.5th at 677 (quoting Jensen v. U-Haul Co. of California, 18 Cal.App.5th 295, 301 (2017)). Lee argues Plaintiff is a third party beneficiary because it benefitted from a covenant not to sue. ECF No. 24 at 10. Lee argues, “AbbVie concedes that under the covenant not to sue, Dr. Lee is prohibited from suing ‘Employer Parties,' which includes AbbVie.” Id. However, “The mere fact that a contract results in benefits to a third party does not render that party a third party beneficiary.” Pillar, at 677 (citation omitted, cleaned up). The Court cannot conclude that Plaintiffs arguable inclusion in the definition of the term “Employer Parties” is sufficient to show the Arbitration Agreement was made expressly for Plaintiffs benefit.
2. Estoppel. In general, under both federal and California authority, “a nonsignatory defendant may invoke an arbitration clause to compel a signatory plaintiff to arbitrate its claims when the causes of action against the nonsignatory are ‘intimately founded in and intertwined' with the underlying contract obligations.” JSM Tuscany, LLC v. Superior Court, 193 Cal.App.4th 1222, 1237 (2011) (quoting Boucher v Alliance Title Co., Inc., 127 Cal.App.4th 262, 271 (2005)). “When a plaintiff brings a claim which relies on contract terms against a defendant, the plaintiff may be equitably estopped from repudiating the arbitration clause contained in that agreement.” JSM Tuscany, 193 Cal.App.4th at 1239 (citation omitted, emphasis in original).
While the general rule is often stated in terms of a nonsignatory defendant compelling a signatory plaintiff to arbitration, in JSM Tuscany, the California appellate court reasoned this rationale could apply equally in reverse. Id. at 1239-40 (“There is no reason why this doctrine should not be equally applicable to a nonsignatory plaintiff”). The emphasis of this analysis is whether Plaintiffs claims are “dependent upon or inextricably intertwined with the obligations imposed by the contract containing the arbitration clause.” Id. at 1241.
Plaintiffs claims do not appear based on or intertwined with obligations imposed by the Arbitration Agreement. The Arbitration Agreement is a stand-alone document containing no independent obligations. It is not presented as being part of a larger document, such as an employment agreement. Even if it were, it is uncertain whether Plaintiffs claims relate from Lee's employment with PCYC, and even if they did, whether this alone would require the application of equitable estoppal. Cf. Crowley Maritime Corp. v. Boston Old Conoly Ins. Co., 158 Cal.App.4th 1061, 1071 (2008) (“A common theme in these cases is that the party seeking relief was suing on the contract itself, not a statute or some other basis outside the contract.”) (emphasis added). The Court concludes, on this record, equitable estoppel does not apply.
As will be discussed later, this ambiguity poses problems for Plaintiff s claims under the 12(b)(6) analysis.
3. Agency. Where there is a preexisting relationship between a nonsignatory and one of the parties to the arbitration agreement, it becomes “equitable to compel the nonsignatory to also be bound to arbitrate his or her claim.” Crowley, 158 Cal.App.4th at 1070 (quoting County of Contra Costa v. Kaiser Foundation Health Plan, 47 Cal.App.4th 237, 242 (1996) (internal quotations omitted)). “The preexisting relationship generally gives the party to the agreement authority to bind the nonsignatory.” Crowley, at 1070. Agency is an example of such preexisting relationship. Id. However, “[n]ot every agency relationship.. .will bind a nonsignatory to an arbitration agreement.” Pillar, at 676 (quoting Cohen v. TNP 2008 Participating Notes Program, LLC, 31 Cal.App.5th 840, 859-60 (2019) (internal quotation and citation omitted)). Noted by the Court in Cohen,
“[W]hether an arbitration agreement signed by an agent also binds the agent's nonsignatory principal, is less commonly litigated. And cases involving a subsidiary company allegedly signing an arbitration agreement as the agent for its parent company are rare. In general, a parent company is not liable on a contract signed by its subsidiary simply because it is a wholly owned subsidiary.”31 Cal.App.5th at 861-62 (internal citation and quotation omitted).
While the parties agree that PCYC is Plaintiffs subsidiary, this is not the end of the inquiry. “In a parent-subsidiary relationship, the agency doctrine may bind a parent to the contracts of its subsidiary where, in addition to owning a subsidiary, the parent company exercises sufficient control over the subsidiary's activities such that the subsidiary becomes a mere agent or instrumentality of the parent.” Cohen, at 862 (quoting 9 Witkin, Summary of Cal. Law (11th ed. 2017) Corporations, § 19, p. 821). Lee points to the following facts for further support of the agency theory: (1) the words “An AbbVie Company” appear consistently beneath PCYC's logo; (2) PCYC's employment offer package contained several documents describing AbbVie benefits; (3) Lee was to remain on AbbVie's benefits and payroll “until the systems were integrated”; (4) the persons transmitting Lee's offer letter from PCYC listed AbbVie as their employer on Linkedln during the pertinent time period; and (5) the Arbitration Agreement was signed while Lee was still employed at AbbVie. ECF No. 24 at 4-5.
The Court cannot conclude these facts demonstrate Plaintiff exercised such a degree of control over PCYC that PCYC is “a mere instrumentality” of Plaintiff. While it is clear the entities are related, evidenced by Plaintiff's benefits documents used for Lee's employment with PCYC, there is no information on the record regarding the integration of programs, research, or goals of the two entities, or the degree of control Plaintiff exercised over PCYC's daily operation. Cf. Cohen, at 862-63 (Agency found “[i]f a parent corporation exercises such a degree of control over its subsidiary corporation that the subsidiary can legitimately be described only as a means through which the parent acts, or nothing more than an incorporated department of the parent...”) (quoting Sonora Diamond Corp. v. Superior Court, 83 Cal.App.4th 523, 541-42 (2000)).
Ultimately, the Court concludes Lee has not demonstrated that an arbitration agreement exists that would bind Plaintiffs claims against him. Accordingly, the Court DENIES Defendant Lee's motion to compel arbitration without prejudice.
B. Motions to Dismiss
In the alternative, both Lee and Adcentrx request the Court dismiss Plaintiffs claims under Rule 12(b)(6). Defendants make identical arguments regarding the sufficiency Plaintiffs complaint.
1. Plaintiff's DTSA Claim. To state a claim for misappropriation of trade secrets, a plaintiff must allege: (1) existence and ownership of a trade secret; (2) misappropriation thereof; and (3) damages. AlterG, Inc. v. Boost Treadmills LLC, 388 F.Supp.3d 1133, 1144 (N.D. Cal. 2019) (quotation omitted). A “trade secret” has three elements: (1) it must be the right type of information (i.e., financial, scientific, technical, etc.); (2) the owner has taken reasonable measures to keep secret; and (3) the information derives independent economic value from its secrecy. See 18 USC § 1839(3); Kimera Labs Inc. v Jayashankar, No. 21-cv-2137-MMA-DDL, 2022 WL 11965058 at *7 (S.D. Cal. Oct. 20, 2022). Misappropriation is defined as improper: (1) acquisition; (2) disclosure; or (3) use of a trade secret. Kimera Labs Inc., 2022 WL 11965058 at *6 (citation omitted). Improper is further defined as “theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.” Physician's Surrogacy, Inc. v. German, 2018 WL 638229 at *4 n.3 (S.D. Cal. Jan. 31, 2018).
Both Defendants argue: (1) the definition of Plaintiff s purported trade secrets is not adequately pled; and (2) the complaint lacks any cognizable allegations regarding the alleged misappropriation. Plaintiff responds that it adequately alleges both elements. Plaintiffs complaint describes the misappropriated trade secrets as follows: “AbbVie designed proprietary pay loads, linker-drugs, and ADCs.” Compl. ¶ 37. The complaint alleges Lee “invented and synthesized certain payloads, linker-drugs, and ADCs that were distinct” from those already known in the industry. Id. The complaint further alleges that the “processes for synthesizing”, “assays for testing” and “complied information., .of various compounds” fall within Plaintiffs alleged trade secrets. Id. ¶¶ 39-40.
Without more, the Court agrees such allegations are too vague and categorical to adequately allege a trade secret. See Social Apps, LLC v. Zynga, Inc., No. 1 l-cv-04910-YGR, 2012 WL 2203063 at *4 (N.D. Cal. June 14, 2012) (“A description of the category, or even the subcategories of information.. .does not comply with the requirement to identify the actual matter that is claimed to be a trade secret.”); see also Human Longevity, Inc. v. J. Craig Venter Inst., Inc., 18-cv-1656-WQH-LL, 2018 WL 6617633 at *4 (S.D, Cal. Dec. 18, 2018) (“The alleged trade secret must be described with sufficient particularity to distinguish it from matters generally known in the trade or specially known to persons skilled in the trade[.]”).
The complaint does, however, provide a single, more specific example which Defendants admit would qualify as a well-defined trade secret. The exemplar “payload and linker drug” is alleged to have three characteristics: (1) a modified C-terminal (in contrast to the industry-known N-terminal drugs); (2) the linker “includes a dipeptide that is devoid of a “PABC” spacer; and (3) has a stable attachment group for further conjugation with an antibody. See Compl. ¶ 38. However, Defendants argue the complaint does not allege any of the disputed patents cover a drug with all three characteristics. Lee Mot. at 15. Instead, the complaint alleges the misappropriated, patented compounds “directly incorporate[] AbbVie's trade secret information, including but not limited to conjugating a stable linker to the modified C-terminal[.]” Compl. ¶ 87. The Court notes the complaint alleges these three characteristics in the conjunctive (i.e., they would all appear in the same drug). See Compl. ¶ 38. It is unclear from the allegations of the complaint whether a drug with only one such characteristic can be described as a trade secret. However, because the Court finds Plaintiff did not adequately allege misappropriation, the Court need not resolve this question today.
Defendants argue the complaint's allegation surrounding the actual misappropriation are also insufficient. Defendants argue Plaintiffs allegations on this point rely primarily on “information and belief[,]” with the sole factual support being an inference from the “usually fast timeline” that Adcentrx developed the disputed patents. Lee Mot. at 17 (citing Compl. ¶¶ 102-116). In response, Plaintiff argues that identification of its own trade secrets within Adcentrx patent filings and marketing materials is sufficient to support an allegation of misappropriation. Lee Oppo, at 21 (citing Beckman v. Synertech P/M, Inc., No. SACV 11 -01421-CJC-RNB, 2011 WL 13355951 at *2 (C.D. Cal. Dec. 1, 2011)).
Plaintiffs citation to Beckman does not assist it here. In Beckman, the plaintiff alleged he employed defendants to manufacture a prototype of his invention. 2011 WL 13355951 at * 1. The Beckman plaintiff alleged he shared his trade secret information with defendants pursuant to a non-disclosure agreement. Id. After the information was shared, plaintiff alleged defendants filed a patent application for his invention and included it in an abstract for a conference proposal, listing themselves as inventors. Id. The Court in Beckman found these allegations sufficient to survive a motion to dismiss. Id. at *2.
Similarly, in XpandOrtho, Inc. v. Zimmer Biomet Holdings, Inc., plaintiffs' complaint included extensive factual allegations describing how defendants acquired plaintiffs' trade secrets. No. 21-cv-00105-BEN-KSC, 2022 WL 801743 at *2-7 (S.D. Cal. Mar. 15, 2022). There, plaintiffs alleged they shared information, data, and prototypes with defendants during a lengthy acquisition process that was subsequently abandoned. Id. Regarding the sufficiency of the complaint's allegation of misappropriation, the Court found:
“Plaintiffs allege how Defendants gained access to the trade secrets-through various meetings, discussions, and evaluations, during which XpandOrtho provided the information pursuant to the NDA. Plaintiffs allege that Defendants used the information to develop their own technology, evidenced by XpandOrtho's information appearing in Defendants' published patent applications. Furthermore, Plaintiffs' allegations, made on information and belief, set out several facts. For example, Plaintiffs allege that even after calling off the acquisition, ‘Defendants refused to return or destroy all the materials obtained from XpandOrtho, including electronic materials and summaries of testing of confidential XpandOrtho devices.”Id. at 13. In this case, the details in the complaint fall far short of those included in XpandOrtho. The instant complaint alleges that Defendant Lee worked in Plaintiff's MTi-ADC program, that he had access to “the full scope” of the program and subsequently left AbbVie's employ. Compl. ¶¶ 31-32, Defendant Lee's role in the program is not well defined. The complaint alleges Defendant Lee: (1) designed and synthesized “many payloads and linker-drugs”; (2) was “one of the key scientists” in the program; and (3) “engaged directly with the biologists who tested the compounds[.]” Compl. ¶¶ 31-32. This lack of detail is further compounded by the factual issue concerning the length of Lee's employment with Plaintiff. As Plaintiff admits, Defendant Lee left Plaintiff's employ for PCYG in January of 2019. Lee Oppo, at 3 fn 1. It is unclear, then, whether Defendant Lee continued to work for Plaintiffs MTi-ADC program during his employment with PCYC, or whether his involvement ended in 2019. This creates ambiguity regarding whether the drug that Plaintiff identifies as a trade secret was developed during Lee's now-truncated time working in the MTi-ADC program. As AbbVie alleges, “AbbVie spent at least five years., .developing its MTi ADC technology[.]” (Compl. ¶ 47) (emphasis added).
There are no allegations that Defendant Lee developed or worked on the specific trade secret drug that Plaintiff identifies. There are no allegations that Lee improperly downloaded or retained any data related to the MTi-ADC program. The fact that “Lee was in a unique position to know information a competitor would want to know[,]” and subsequently left Plaintiff s employment, is insufficient to allege misappropriation. See Pellerin v. Honeywell Intern., Inc., 877 F.Supp.2d 983, 989-90 (S.D. Cal 2012) (“In the present action, Honeywell has not alleged any circumstantial evidence-beyond allegations that Pellerin allegedly had access to Honeywell's trade secrets-that establishes misappropriation.”).
Without more, the Court concludes that Plaintiff pointing to a public patent application and declaring its ownership of the contents is insufficient. Cf. Human Longevity, Inc. v. J. Craig Venter Institute, Inc., No. 18-CV-1656-WQH-LL, 2018 WL 6617633 at *6-7 (S.D. Cal. Dec. 18, 2018). The Court concludes dismissal of this claim, without prejudice, is appropriate.
2. Plaintiff's Remaining Claims. Plaintiffs remaining claims ultimately fail for the same reason. Plaintiffs breach of contract claims involve Defendant Lee's purported breach of the Employment Agreement. Both purported breaches are based on the alleged misappropriation by Lee. See Compl. ¶¶ 166-187. The third cause of action is based on the assignment clause in the Employment Agreement. Plaintiff alleges Lee violated this clause because Plaintiffs trade secrets appear in the disputed patents. The fourth cause of action is based on the confidentiality clause in the Employment Agreement, which Plaintiff again points to the same disputed patents as support for the breach. However, the same deficiencies noted above in Plaintiffs misappropriation claim plague the breach of contract claims. Given Plaintiff does not allege cognizable facts to sufficiently identify its trade secrets and whether Lee worked on or designed the drugs in the disputed patents, its breach of contract claims based on the same facts also fail. Finally, as noted by both Defendants, when a claim for declaratory judgment overlaps with another claim, the declaratory judgment claim stands or falls with the dependent claim. See Swartz v. KPMGLLP, 476 F.3d 756, 766 (9th Cir. 2007); Russell v. Gov't Emps. Ins. Co., No. 17-cv-0672-JLS-WVG, 2017 WL 2959348 at *9 (S.D. Cal. July 11, 2017).
IV. CONCLUSION
For the foregoing reasons, the Court (1) DENIES Defendant Lee's motion to compel arbitration without prejudice; (2) GRANTS Defendant Lee's motion to dismiss without prejudice; (3) DENIES-AS-MOOT Defendant Adcentrx's Motion to Stay; and (4) GRANTS Defendant Adcentrx's Motion to Dismiss without prejudice. Plaintiff shall have twenty-one (21) days from the date of this Order to amend its complaint to cure the deficiencies herein.
IT IS SO ORDERED.