Filed 3/6/23 Sadeghi v. Li CA2/8

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California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions 

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

IMAN SADEGHI,

Plaintiff and Appellant,

v.

HAO LI,

Defendant and Respondent.

B316405

(Los Angeles County

Super. Ct. No. BC709376)

APPEAL from a judgment and order of the Superior Court 

of Los Angeles County, Lia R. Martin, Judge. Affirmed in part 

and reversed in part.

Fernald Law Group, Adam P. Zaffos, Gina M. McCoy and 

Brandon C. Fernald for Plaintiff and Appellant.

Law Offices of Benjamin Davidson, Benjamin Davidson,

Bartko Zankel Bunzel & Miller, Charles Griffith Towle and 

Ronnie Shou for Defendant and Respondent.

_________________________
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INTRODUCTION

This is appellant Dr. Iman Sadeghi’s (Sadeghi) second 

appeal in this matter. Both appeals arise from events 

surrounding the termination of his employment at Pinscreen, Inc.

(Pinscreen).

Sadeghi’s first appeal, Sadeghi v. Chen (Feb. 23, 2023, 

B312596 [nonpub. opn.]) (Sadeghi I), was from a judgment of 

dismissal after the trial court sustained a demurrer filed by 

Sadeghi’s coemployees—Yen-Chun Chen (Chen), Liwen Hu, and 

Han-Wei Kung. In Sadeghi I, this court reversed in part the 

judgment of dismissal as to Sadeghi’s claims for battery and 

intentional infliction of emotional distress. We affirmed the 

judgment in all other respects.

Sadeghi’s second appeal is from a judgment of dismissal 

after the trial court sustained a demurrer filed by Pinscreen and 

its cofounder and chief executive officer, Dr. Hao Li (Li).

We reverse the judgment of dismissal and underlying order 

sustaining the demurrer as to the causes of action for battery and 

intentional infliction of emotional distress without leave to 

amend. We find the sham pleading doctrine does not apply. We 

also find Sadeghi’s claims for battery and intentional infliction of 

emotional distress are not preempted by workers’ compensation 

exclusivity. We conclude Sadeghi sufficiently pleaded his causes

of action for battery and intentional infliction of emotional 

distress.

We also conclude Sadeghi’s invasion of privacy claim fails

on demurrer as does his claim for intentional interference with 

contract. We thus affirm the judgment of dismissal and 

underlying order sustaining the demurrer as to those causes of 

action without leave to amend.
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Finally, while we find Sadeghi did not sufficiently plead his 

claims for fraudulent inducement of employment contract via 

intentional misrepresentation and via concealment, we conclude 

the trial court abused its discretion in denying Sadeghi leave to 

amend his complaint, as he adequately showed a reasonable 

probability the defect can be cured via amendment. We remand 

those two causes of action to the trial court so that Sadeghi can 

amend them.

FACTUAL AND PROCEDURAL BACKGROUND

A. Sadeghi’s Complaint

On June 11, 2018, Sadeghi filed a 160-page complaint 

against Pinscreen and Li, alleging 17 causes of action, including 

fraud and deceit; assault and battery; intentional interference 

with contract; invasion of privacy; and intentional infliction of 

emotional distress.

The complaint alleged the following:

Sadeghi is an award-winning computer graphics engineer, 

who joined Google as a software engineer in 2011 and remained 

employed there for years.

In 2016, Li—the chief executive officer, cofounder, and 

board member of Pinscreen—solicited Sadeghi to leave Google 

and join Pinscreen’s leadership. Li “knowingly misrepresented 

Pinscreen’s avatar generation capabilities . . . and concealed its 

various illegal practices” from Sadeghi. Li “intended for Sadeghi 

to rely on his misrepresentations” so as to “resign from Google,

and join Pinscreen, in order to gain access to Sadegh’s expertise 

and experience in digital hair appearance and software 

engineering.” On January 22, 2017, when Sadeghi specifically 

inquired of Li, in writing, “whether the hair of the presented 
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avatars had been automatically generated” by Pinscreen, Li 

responded “yes.” On January 23, 2017, Sadeghi—“in reliance on 

Li’s fraudulent misrepresentations”—accepted an offer to join 

Pinscreen as its Vice President of Engineering. Two days later, 

Sadeghi provided his resignation letter to Google.

Sadeghi’s employment at Pinscreen lasted six months—

from February 2, 2017 to August 7, 2017. Sadeghi discovered he 

was “deceived” by Li, who “intentionally conceal[ed] that Li and 

Pinscreen were involved in data fabrication, academic 

misconduct, and unlawful practices that Sadeghi learned about 

only after resigning from Google and joining Pinscreen.” Sadeghi 

learned Li “would embellish Pinscreen’s technical capabilities in 

scientific research submissions and then use deadline pressure to 

overwork the employees to achieve his inflated claims, and if the 

employees eventually failed, he would order them to fake the 

deliverables.” Li discussed ways to “ ‘tweak data to get the 

results we want.’ ” Li’s misconduct was “deception of the public, 

fraud on company’s actual and potential investors, violation of 

scientific code of conduct, and a betrayal to academics.”

On July 22, 2017, Sadeghi confronted Li, stating Pinscreen 

“should be truthful to the public and scientific community.” Li, 

however, dismissed Sadeghi’s objections and promised to address 

Sadeghi’s concerns at a later date. On August 1, 2017, Pinscreen 

misrepresented manually prepared hair avatar shapes as 

automatic during its public demonstration “in front of thousands 

of attendees and online viewers.” On August 6, 2017, Sadeghi 

requested a meeting with Li to discuss multiple topics, and a 

meeting was scheduled for the following day.

The next day, August 7, 2017, Sadeghi met with Li, who 

handed him a notice of termination letter. “In retaliation for 
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[Sadeghi’s] . . . whistleblowing regarding Li’s . . . unlawful 

practices, Pinscreen illegally terminated Sadeghi . . . within 

Sadeghi’s first working hour.” (Italics added.) Sadeghi 

“requested to meet Pinscreen’s full board of directors before the 

termination decision was final, to which Li responded, ‘sure.’ ” 

Before Sadeghi had a chance to read the termination letter, Li 

lost his temper, slammed the conference room door open, and 

yelled at Sadeghi to leave the room in front of Sadeghi’s 

coworkers, “in a humiliating and embarrassing manner.”

Sadeghi attempted to leave Pinscreen’s office but Li 

“physically blocked the door of the office” and “demanded 

Sadeghi’s work laptop” which was inside the backpack Sadeghi 

was wearing. Sadeghi told Li he “intended to return the laptop 

before the end of business day” after he “preserved his personal 

data” from the work laptop. Sadeghi then left Pinscreen’s office 

and headed towards the building elevators. Li “ordered some of 

Pinscreen’s employees to follow Sadeghi.”

Li and three Pinscreen employees entered the elevator with 

Sadeghi. After exiting the elevator, Sadeghi “attempted to leave 

the building through the lobby” but Li and the three Pinscreen 

employees “under Li’s commands,” surrounded Sadeghi, 

“grabbed” him and the backpack he was wearing, “violently 

restrained him, forcibly opened his backpack and took possession 

of Sadeghi’s work laptop.” Sadeghi “believe[d] that without Li’s 

orders, the other employees would not have participated in 

committing the crime.” As a result, Sadeghi suffered injuries to 

his eye and his previously dislocated shoulder, requiring medical 

attention and physical therapy. He also suffered severe mental 

and emotional distress.
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Sadeghi attached as an exhibit to the complaint a copy of 

his employment contract and confidential information agreement 

attachment (employment contract) with Pinscreen, signed 

January 23, 2017. The employment contract contains a section 

entitled “Company Property; Returning Company Documents” 

with the following terms: Sadeghi agreed and acknowledged he 

has “no expectation of privacy with respect to the Company’s 

telecommunications, networking or information processing 

systems . . . and that [his] activity and any files or messages on or 

using any of those systems may be monitored or reviewed at any 

time without notice.” (Italics added.) Sadeghi agreed that “any 

property situated on the Company’s premises and owned by the 

Company . . . is subject to inspection by Company personnel at 

any time with or without notice.” The contract additionally 

specified that “at the time of termination of the [work] 

[r]elationship, [Sadeghi] will deliver to the Company (and will not 

keep in [his] possession . . .) any and all devices, records, data, . . . 

equipment, other documents or property . . . belonging to the 

Company.”

Sadeghi alleged Li intentionally interfered with Sadeghi’s 

employment contract with Google “on behalf of Pinscreen.” He 

further alleged Li intentionally interfered with Sadeghi’s 

employment contract with Pinscreen “based on personal motives 

unrelated to his agency for Pinscreen.” Sadeghi “would not have 

resigned from Google . . . if Li did not intentionally conceal that 

Pinscreen and Li were involved in data fabrication . . . and other 

unlawful practices.” Sadeghi was “fraudulently induced to give 

up his employment at Google which income and benefits were 

unsubstituted once Sadeghi was retaliated against and 

wrongfully terminated from Pinscreen.” (Italics added.) “As a . . .
7

result of . . . Li, willfully deceiving Sadeghi to resign from Google 

and join Pinscreen, Sadeghi has lost and will continue to lose 

income and benefits.” (Italics added.)

B. Sadeghi’s First Amended Complaint

On October 5, 2018, Sadeghi filed a 274-page first amended 

complaint (FAC) against Pinscreen, Li, and the three Pinscreen 

employees who allegedly assaulted him. The FAC included

15 causes of action, seven of which were pleaded against Li: 

(1) fraudulent inducement of employee contract by intentional 

misrepresentation; (2) fraudulent inducement of employment 

contract by intentional concealment; (3) battery; (4) intentional 

interference with contract; (5) intentional infliction of emotional 

distress (IIED); (6) breach of constructive bailment; and 

(7) invasion of privacy.

The FAC alleged the same facts set out in the original 

complaint. It included a copy of the termination letter, which 

stated Sadeghi’s last day of employment with Pinscreen is 

August 7, 2017, and proposed a severance package in exchange 

for a general release by Sadeghi. The letter “remind[ed]” Sadeghi 

of his “continuing obligation to uphold the provisions of the 

[employment contract].”

C. Demurrer to the FAC and Trial Court’s Ruling

Pinscreen and Li filed a demurrer and a motion to strike 

portions of Sadeghi’s FAC. Li presented several arguments as to 

why the FAC was insufficient.

At the hearing on April 11, 2019, the trial court ruled: The 

FAC “contains 439 paragraphs of allegations, in 74 pages, plus 

approximately 200 pages of exhibits. It includes emails, skypes, 

diagrams, pictures, policies, conversations, and day-to-day 
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actions of parties and non-parties.” The court struck the FAC “as 

not drawn in conformity with the laws of the state and rules of 

court” and for containing “irrelevant and improper material” (per 

Code Civ. Proc., §§ 425.10, subd. (a)(1) & 436, subds. (a), (b)). The 

court provided Sadeghi a 20-day window to file an amended 

complaint in conformity with Code of Civil Procedure section 

425.10.

D. Sadeghi’s Second Amended Complaint

On May 1, 2019, Sadeghi filed a second amended complaint 

(SAC) which was substantially shorter in length—35 pages. The 

SAC alleged 15 causes of action, six of which were against Li: 

(1) fraudulent inducement of employment contract by intentional 

misrepresentation; (2) fraudulent inducement of employment 

contract by intentional concealment; (3) battery; (4) intentional 

interference with contract; (5) invasion of privacy; and (6) IIED.

The SAC did not include the allegation that Sadeghi’s August 7, 

2017 termination was stayed until after a meeting with 

Pinscreen’s board of directors, per his request to Li. It, instead, 

alleged that on August 7, 2017, “Pinscreen terminated Sadeghi 

within his first working hour.”

Battery: Li and the three Pinscreen employees committed 

battery on Sadeghi via “intentional, non-consensual, offensive, 

and harmful physical contact” in that they “intentionally touched 

and grabbed Sadeghi and his backpack,” “forcefully restrained 

him, physically attacked him, and violently shoved him to the 

ground.” The battery “did not fall within the reasonably 

anticipated conditions of Sadeghi’s role as the Vice President of 

Engineering at Pinscreen” and “was committed outside of 

Pinscreen’s premises and outside the course and scope—and 

after—Sadeghi’s employment.” The three employees “followed 
9

Li’s orders” and “were acting within the course and scope of their 

employment” when they and Li “physically attacked [Sadeghi] 

outside of Pinscreen’s premises and after [his] termination.” 

(Italics added.) As a “direct, foreseeable, and proximate result of 

[the] battery,” Sadeghi was harmed and suffered injuries to his 

left eye and right shoulder, requiring medical attention and 

physical therapy. He also sought psychotherapy and suffered 

from posttraumatic stress disorder (PTSD).

Invasion of Privacy: Sadeghi had a “reasonable expectation 

of privacy in his personal backpack.” Sadeghi told Li he 

“intended to return the laptop before the end of business day, on 

August 7, 2017, . . . after he preserved his personal data” from 

the laptop. Pinscreen “had no policy prohibiting storing personal 

data on one’s computer, and no such policy was ever 

communicated to Sadeghi.” The three employees “followed Li’s 

orders” and “were acting within the course and scope of their 

employment” when they, along with Li, “forcefully intruded into 

Sadeghi’s personal belongings and violated Sadeghi’s right to 

privacy in a manner that is highly offensive to a reasonable 

person.” They “intentionally intruded into Sadeghi’s backpack”

and “took his work laptop by force.” The invasion of privacy “did 

not fall within the reasonably anticipated conditions of Sadeghi’s 

role as the Vice President of Engineering at Pinscreen” and was 

committed “outside Pinscreen’s premises and outside the course 

and scope—and after—Sadeghi’s employment.” As a result of 

this, Sadeghi suffered PTSD and severe distress, and sought 

psychotherapy.

IIED: Li’s and the three employees’ “extreme and 

outrageous actions caused Sadeghi to suffer severe mental and 

emotional distress due to . . . being brutally battered, forcefully 
10

invaded, and physically injured.” Their conduct was outrageous 

because they “acted intentionally and unreasonably with the 

recognition that their actions are likely to cause Sadeghi mental 

and emotional distress.” Sadeghi was diagnosed with PTSD as a 

result of the battery and invasion of his privacy. Sadeghi’s PTSD 

and physical injuries to his right shoulder “are of such 

substantial and enduring quality that no reasonable person in 

civilized society should be expected to endure them.” Sadeghi 

sought psychotherapy as a result.

Intentional Interference with Contract: Sadeghi’s claim for 

intentional interference with contract no longer alleged that Li

intentionally interfered with Sadeghi’s employment contract with 

Google, nor did it allege Li’s intentional interference was on 

behalf of Pinscreen. It now alleged that Li intentionally 

interfered with Sadeghi’s employment contract with Pinscreen 

“based in part on personal motives unrelated to his agency for 

Pinscreen, and based in part for reasons that did not benefit 

Pinscreen.” Li “feared Sadeghi would expose Li’s scientific 

misconduct, data fabrication, fraud on investors, and performing 

of work [by Li’s wife, Chen] without a proper work visa,” all of 

which would cause Li to incur “most serious professional risks.” 

Elsewhere in the SAC, it was alleged that each of the defendants 

“were the agent, principal, employee, or alter ego of one or more 

of the other defendants and acted with the other defendants’ 

knowledge, consent and approval.”

Fraudulent Inducement of Employment: Sadeghi’s claims 

for fraudulent inducement of employment contract by intentional 

misrepresentation and intentional concealment alleged the 

following damages: Sadeghi was “damaged by being fraudulently 

induced to give up his employment at Google . . . and thus lost 
11

income and benefits.” As a result of “Pinscreen, through Li, 

willfully deceiving Sadeghi . . . to resign from Google and join 

Pinscreen, Sadeghi lost and continues to lose income and 

benefits; suffered and continues to suffer severe mental and 

emotional distress; and required and continues to seek 

psychotherapy . . . in an amount to be determined at trial.”

The SAC also alleged Li “refused to produce the security 

camera footage of the incident during the discovery” that was 

“later obtained from Pinscreen’s building security.” The SAC 

included a link to the security footage.1

E. Demurrer to the SAC and the Trial Court’s Ruling

On June 5, 2019, Li and the three Pinscreen employees

jointly filed a demurrer to the SAC. The demurrer was heard on

November 21, 2019.

The court ruled: “The original complaint alleges the 

retrieval [of the work laptop] occurred after Li agreed to having 

the full board weigh in on the adverse action, and on the 

premises. In the [FAC] he alleged that this occurred in the 

building during his termination. The [SAC] alleges that it 

occurred off the premises after he was terminated.” The court 

cited to the “sham pleading doctrine” and reasoned that 

allegations in an original pleading that rendered it vulnerable to 

demurrer or other attack cannot simply be omitted without 

explanation. The court referred to the fact that Li’s demurrer to 

1 Pinscreen, Inc. office building security camera footage 

attached to the second amended complaint: 

<http://sadeghi.com/Pinscreens-Assault-and-Battery-onSadeghi.mp4> [as of March 11, 2023], archived at 

https://perma.cc/2UBH-STNC.
12

the FAC argued that Sadeghi’s claims were barred under the 

exclusivity of workers’ compensation. The court held Sadeghi’s

“allegations cannot be changed as to time and location [in the 

SAC] to avoid Workers Compensation, without explanation.” It 

sustained Li’s demurrer to the causes of action for battery, 

invasion of privacy, and IIED without leave to amend.

As for the cause of action for intentional interference with 

contract, the court ruled: “Representatives of contracting parties, 

including corporate agents, cannot be liable for intentional or 

negligent interference with their principals’ contracts, and there 

is no individual-advantage exception to the rule, as it 

distinguishably applies to the agent-immunity rule and 

conspiracy.” It sustained Li’s demurrer to the cause of action for 

intentional interference with contract without leave to amend.

The court further ruled: Sadeghi has not pleaded 

“cognizable damages” as to his causes of action for fraudulent 

inducement of employment contract by intentional 

misrepresentation and intentional concealment. As for Li’s 

argument that “he cannot be liable . . . as he was speaking on 

behalf of Pinscreen; and only Pinscreen can be liable,” the trial 

court disagreed and held “[w]hile employees are not liable for 

certain personnel management decisions, that does not apply to 

fraud.” It sustained Li’s demurrer to the causes of action for 

fraudulent inducement of employment contract by intentional 

misrepresentation and by intentional concealment and granted

leave to amend.

F. Sadeghi’s Third Amended Complaint

On December 6, 2019, Sadeghi filed a third amended 

complaint (TAC) against Pinscreen and Li. The TAC included six 

causes of action, two of which involved Li: fraudulent inducement 
13

of employment contract by intentional misrepresentation and 

fraudulent inducement of employment contract by intentional 

concealment.

Fraudulent Inducement of Employment Contract by 

Intentional Misrepresentation: Li—“on his own behalf and in his 

capacity as co-founder and CEO of Pinscreen”—knowingly 

misrepresented Pinscreen’s avatar generation capabilities to 

Sadeghi and concealed its avatar fabrication and scientific 

misconduct. Li “personally directed and participated in a willful 

deception of Sadeghi by intentional misrepresentation” to induce 

him to resign from Google and join Pinscreen in order to gain 

access to Sadeghi’s expertise in digital hair appearance and 

software engineering. On January 22, 2017, while Sadeghi was 

still employed at Google, Li sent a written Facebook message to 

Sadeghi, confirming that the avatars’ hairs were autogenerated 

by Pinscreen; this was false, as they were “manually prepared 

and Li intentionally misrepresented them as autogenerated to 

Sadeghi.” Li knew of the falsity of his representations “since he 

was orchestrating the avatar fabrications himself” and “knew the 

presented avatars were manually prepared.” After “months of 

Li’s continuous solicitation,” Sadeghi resigned from Google on 

January 25, 2017, and joined Pinscreen relying on Li’s fraudulent 

misrepresentations. Sadeghi would not have resigned from 

Google and joined Pinscreen if he knew about the intentional 

misrepresentation of material facts. Because Li was also an 

assistant professor of computer science at the University of 

Southern California (USC), the allegations of data fabrication 

against him would have grave consequences as he violated “core 

ethical commitments of his profession” and would incur “most 
14

serious professional risks.” Sadeghi reasonably relied on Li’s 

misrepresentations because of Li’s professor position at USC.

“Sadeghi’s damages of his lost Google income and benefits 

started after February 1, 2017 when he was fraudulently induced 

to leave Google and were temporarily substituted by his Pinscreen 

income and benefits from February 2, 2017 to August 7, 2017. 

Sadeghi’s damages of his lost Google income and benefits 

pertaining to after August 7, 2017 are unsubstituted.” (Italics 

added.) He also suffered from mental and emotional distress and 

sought psychotherapy.

Fraudulent Inducement of Employment Contract by 

Intentional Concealment: “Pinscreen, through Li on his own 

behalf and as in his capacity as the CEO of Pinscreen, 

intentionally concealed Pinscreen’s avatar fabrication, fraud on 

investors, scientific misconduct, [and] public deception” from 

Sadeghi and induced him to resign from Google and join 

Pinscreen. “Li, on behalf of Pinscreen, as its co-founder and CEO, 

personally directed and participated in a willful deception of 

Sadeghi by intentional concealments” in order to induce his 

resignation from Google and to gain access to Sadeghi’s expertise 

in digital hair appearance. Li intentionally concealed that the 

avatars he presented to Sadeghi on January 22, 2017 were 

manually prepared. Li also intentionally concealed that 

Pinscreen was involved in scientific misconduct, public deception 

through publicly presenting fabricated avatars, and fraud on its 

investors and prospective investors. Sadeghi did not know about 

Li’s concealments until after joining Pinscreen and would not 

have resigned from Google had Li not concealed these material 

facts. “Li, on behalf of Pinscreen, had a duty to disclose 

Pinscreen’s transgressions to Sadeghi” and breached said duty 
15

and actively concealed Pinscreen’s avatar fabrication. Li’s duty 

arose from the relationship between employer Pinscreen and 

prospective employee Sadeghi, entering into an employment 

contract. Li knew of and had an active role in Pinscreen’s 

transgressions; his concealments were done “on his own behalf 

and as in his capacity as co-founder and CEO of Pinscreen.”

Sadeghi was “damaged by being fraudulently induced to 

give up his employment at Google by intentional concealment and 

thus lost income and benefits he had been earning at Google.” 

His “lost Google income and benefits started after February 1,

2017 when he was fraudulently induced to leave Google and were 

temporarily substituted by his Pinscreen income and benefits 

from February 2, 2017 to August 7, 2017. Sadeghi’s damages of 

his lost Google income and benefits pertaining to after August 7, 

2017 are unsubstituted.” (Italics added.)

G. Demurrer to the TAC and the Trial Court’s Ruling

On February 7, 2020, Li and Pinscreen filed a demurrer to 

the TAC. On October 2, 2020, the trial court heard oral 

argument and sustained the demurrer as to both causes of action 

and denied Sadeghi leave to amend.

The court ruled: “The prior demurrer to these causes of 

action were sustained . . . for the failure to state cognizable 

damages.” The court recited the damages allegations in the TAC 

and found it “is merely another way of stating his previous 

allegations, that his damages were caused by his termination 

from Pinscreen, not by leaving employment with Google.” The 

court cited to case law for the principle that “damages for a 

fraudulent inducement to change employment are caused when 

the new employment is for less compensation than promised 

and/or less than obtained from the prior employer,” and held the 
16

TAC does not allege as such. The TAC alleged that Sadeghi “lost 

his compensation when he was terminated from Pinscreen after 

complaining of activities engaged in by Pinscreen, not when he 

left Google.” The court denied leave to amend because “none of 

the four versions of the complaint has [Sadeghi] alleged that his 

compensation at Google was greater than his compensation at 

Pinscreen as a basis for the fraud claims, or that he was misled 

as to the compensation he would receive from Pinscreen.”

On September 8, 2021, the trial court entered dismissal of 

the action with prejudice as to Li, as there were no causes of 

action remaining against him.

This appeal followed.

DISCUSSION

Sadeghi argues the trial court committed prejudicial error 

by sustaining (1) the demurrer to the SAC without leave to 

amend as to the claims for battery, invasion of privacy, IIED, and 

interference with contract; and (2) the demurrer to the TAC

without leave to amend as to the claims for fraudulent 

inducement of employment contract via intentional 

misrepresentation and intentional concealment. He contends the 

SAC and TAC alleged facts sufficient to support the respective 

claims and argues the workers’ compensation exclusivity rule 

does not bar his claims.

A. Standard of Review

“In reviewing a judgment of dismissal after a demurrer is 

sustained without leave to amend, we assume the truth of all 

properly pleaded facts. We examine the complaint’s factual 

allegations to determine whether they state a cause of action on 

any available legal theory regardless of the label attached to a 
17

cause of action. [Citation.] We do not assume the truth of 

contentions, deductions, or conclusions of fact or law, and may 

disregard allegations that are contrary to the law or to a fact that 

may be judicially noticed.” (Fischer v. Time Warner Cable Inc. 

(2015) 234 Cal.App.4th 784, 790.) We review de novo a trial 

court’s ruling on a demurrer and examine the operative 

complaint to determine whether it alleges facts sufficient to state 

a cause of action under any legal theory. (King v. CompPartners, 

Inc. (2018) 5 Cal.5th 1039, 1046 (King); Dudek v. Dudek (2019) 

34 Cal.App.5th 154, 163 (Dudek).) “We will affirm an order 

sustaining a demurrer on any proper legal ground whether or not 

the trial court relied on that theory or it was raised by the 

defendant.” (Fischer, at p. 790.)

In addition, “ ‘[w]hen a demurrer is sustained without leave 

to amend, “we decide whether there is a reasonable possibility 

that the defect can be cured by amendment: if it can be, the trial 

court has abused its discretion and we reverse; if not, there has 

been no abuse of discretion and we affirm.” ’ ” (Dudek, supra,

34 Cal.App.5th at p. 163, italics added.) Here, Sadeghi shoulders 

the burden to show a reasonable possibility the operative 

complaint can be amended to state a cause of action. (Id. at 

pp. 163–164; King, supra, 5 Cal.5th at p. 1050.) He can make 

this showing in the first instance to the appellate court. (Roman 

v. County of Los Angeles (2000) 85 Cal.App.4th 316, 322.)

B. Applicable Law

As mentioned, this is the second appeal in this matter. We 

incorporate by reference the applicable law cited to and 

summarized in the companion appeal, Sadeghi I, as to 

demurrers, workers’ compensation exclusivity, and the sham 

pleading doctrine.
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C. The Sham Pleading Doctrine Does Not Apply

Mirroring the arguments made by the three Pinscreen 

employees in Sadeghi I, Li argues the SAC omitted or altered 

certain relevant allegations that were pleaded in the original 

complaint and the FAC as to the battery claim. He contends 

Sadeghi shifted the timing and location of the alleged battery to 

avoid application of the exclusive remedy rule of workers’ 

compensation.

We disagree, for the same reasons provided in Sadeghi I, 

and we incorporate by reference and adopt our analysis from 

Sadeghi I. We are not persuaded that the sham pleading 

doctrine should or must be applied.

D. The Trial Court Erred in Sustaining the Demurrer to the 

Battery Cause of Action

1. Workers’ Compensation Exclusivity Does Not Bar the 

Battery Claim

We again incorporate by reference and adopt our analysis 

from Sadeghi I, and add the following:

“An employer’s intentional misconduct in connection with 

actions that are a normal part of the employment relationship, 

such as demotions and criticism of work practices, resulting in 

emotional injury is considered to be encompassed within the 

compensation bargain, even if the misconduct could be 

characterized as ‘manifestly unfair, outrageous, harassment, or 

intended to cause emotional disturbance.’ [Citation.] Workers’ 

compensation ordinarily provides the exclusive remedy for such 

an injury.” (Singh v. Southland Stone, U.S.A., Inc. (2010) 

186 Cal.App.4th 338, 367 (Singh); see also Miklosy v. Regents of 

University of California (2008) 44 Cal.4th 876, 902.)
19

However, there are “certain types of intentional employer 

conduct which bring the employer beyond the boundaries of the 

compensation bargain, for which a civil action may be brought.” 

(Fermino v. Fedco, Inc. (1994) 7 Cal.4th 701, 713–714 (Fermino).) 

Conduct in which an employer steps out of its “ ‘proper role’ ” as 

an employer or conduct of “ ‘questionable relationship to the 

employment,’ ” “however, . . . is not encompassed within the 

compensation bargain and is not subject to the exclusivity rule.” 

(Id. at pp. 713, 717–718, 722–723; Singh, supra, 186 Cal.App.4th 

at p. 367; see Shoemaker v. Myers (1990) 52 Cal.3d 1, 16

(Shoemaker).) Labor Code2 section 3602, subdivision (b)(1) 

provides that an employee may bring an action at law for 

damages against the employer, as if the workers’ compensation 

exclusivity rule did not apply, where “the employee’s injury . . . is 

proximately caused by a willful physical assault by the 

employer.”

The SAC alleged facts that sufficiently meet the exception 

set forth in section 3602, subdivision (b)(1). Li—chief executive 

officer, cofounder, board member of Pinscreen, and the person 

who solicited and hired Sadeghi on behalf of Pinscreen—

“forcefully restrained him, physically attacked him, and violently 

shoved him to the ground.” This attack was “intentional” and not 

consented to by Sadeghi. As a result of this attack, Sadeghi was 

harmed and suffered injuries to his left eye and right shoulder, 

requiring medical attention and physical therapy. Workers’

compensation exclusivity rule does not bar tort remedies 

resulting from intentional acts that fall outside the risks

encompassed within the compensation bargain; this is an 

2 Undesignated statutory references are to the Labor Code.
20

example of conduct where the employer stepped out of its proper 

role. (See Fermino, supra, 7 Cal.4th at pp. 713–714.) Requesting 

Sadeghi’s work laptop after providing notice of termination is 

understandable; but to follow Sadeghi and surround, restrain, 

and physically attack him in an effort to retrieve his work laptop 

(and instruct three Pinscreen employees to do the same) is not a 

scenario that falls within a normal part of the employment 

relationship, and a civil action lies against the employer if the 

employee’s injury was caused by the employer’s willful physical 

assault. (§ 3602, subd. (b)(1); see Gunnell v. Metrocolor 

Laboratories, Inc. (2001) 92 Cal.App.4th 710, 723–728; Fretland 

v. County of Humboldt (1999) 69 Cal.App.4th 1478, 1486–1489

(Fretland).) Li’s physical attack on Sadeghi falls within “those 

classes of intentional employer crimes against the employee’s 

person by means of violence and coercion . . . [which] violate the 

employee’s reasonable expectations and transgress the limits of 

the compensation bargain.” (Fermino, at p. 723, fn. 7.)

Additionally, the allegations of the SAC confirm Sadeghi’s 

injury was proximately caused by the “willful” physical act of 

aggression of Li (and the other three employees). (§ 3602, 

subd. (b)(1).) Li argues Sadeghi did not allege a “willful intent to 

injure” in his SAC. We disagree. The SAC provides Li

“intentionally touched and grabbed Sadeghi and his backpack,” 

“forcefully restrained him, physically attacked him, and violently 

shoved him to the ground.” In situations where one commits

violent, injurious acts against an employee, the trier of fact could

reasonably infer an intent to injure to take the actions outside

the exclusivity rule’s protection. (See Torres v. Parkhouse Tire 

Service, Inc. (2001) 26 Cal.4th 995, 1009 (Torres).) The 

information alleged amounts to “conduct intended to convey an 
21

actual, present, and apparent threat of bodily injury.” (Id., at 

p. 1005.)

The allegations in the SAC adequately met the section 

3602, subdivision (b) exception to workers’ compensation 

exclusivity.

We also address another exception applicable here.

Section 3601, subdivision (a)(1) provides that workers’ 

compensation exclusivity does not apply in cases where “the 

injury or death is proximately caused by the willful and 

unprovoked physical act of aggression of the other employee.” If 

an employee brings a lawsuit against a coemployee based on the 

exception set forth in section 3601, subdivision (a)(1), the 

employer is generally not held liable, directly or indirectly, for 

damages awarded against, or for a liability incurred by the other 

employee. (Torres, supra, 26 Cal.4th at pp. 1001–1002; Fretland,

supra, 69 Cal.App.4th at pp. 1486–1489 [employee may not 

invoke respondeat superior to bring civil action against employer 

for assault by coemployee].) However, if an employee has been 

assaulted by a coemployee, the injured employee may sue the 

employer if the employer ratified the assault and/or did nothing 

to discipline the assaulting employee. (Hart v. National Mortgage 

& Land Co. (1987) 189 Cal.App.3d 1420, 1432 (Hart).)

Where the employer ratifies the assailant’s conduct, the 

exclusivity doctrine does not apply. (Hart, supra, 189 Cal.App.3d 

at p. 1432; see also Civ. Code, § 2307 [“An agency may be created, 

and an authority may be conferred, by a precedent authorization 

or a subsequent ratification”].) “Ratification is the voluntary 

election by a person to adopt in some manner as his own an act 

which was purportedly done on his behalf by another person, the 

effect of which, as to some or all persons, is to treat the act as if 
22

originally authorized by him. [Citations.] [¶] A purported agent’s 

act may be adopted expressly or it may be adopted by implication 

based on conduct of the purported principal from which an 

intention to consent to or adopt the act may be fairly inferred, 

including conduct which is ‘inconsistent with any reasonable 

intention on his part, other than that he intended approving and 

adopting it.’ ” (Rakestraw v. Rodrigues (1972) 8 Cal.3d 67, 73, 

italics added.) “[A]n agent’s originally unauthorized act may be 

ratified by implication where the only reasonable interpretation 

of the principal’s conduct is consistent with approval or adoption. 

[Citation.] For example, an employer’s failure to discharge an 

employee after learning of the employee’s misconduct may be 

evidence of ratification.” (Allied Mutual Ins. Co. v. Webb (2001) 

91 Cal.App.4th 1190, 1194.) “The theory of ratification is 

generally applied where an employer fails to investigate or 

respond to charges that an employee committed an intentional 

tort, such as assault or battery. [Citations.] Whether an 

employer has ratified an employee’s conduct is generally a factual 

question.” (Baptist v. Robinson (2006) 143 Cal.App.4th 151, 169–

170.)

In Sadeghi I, we found that the section 3601, subdivision 

(a)(1) exception applied because the three coemployees’ physical 

attack of Sadeghi qualified as a willful and unprovoked physical 

act of aggression. We further find Sadeghi’s allegation of 

ratification is sufficient to show Li intended and approved or 

adopted the three coemployees’ actions. First, the SAC states 

that the three employees “followed Li’s orders” when they 

“physically attacked” Sadeghi. Second, there is no allegation that 

Li did anything to prevent the battery or interfere with the 

altercation, despite the fact that he was present. In fact, the 
23

allegations provide that Li also physically restrained and 

attacked Sadeghi along with the three employees.

Thus, because Li intended and approved or adopted the 

three employees’ actions—and, in fact, joined in on the physical 

attack of Sadeghi—he “ratified” the physical attack.

The workers’ compensation exclusivity does not apply to 

preempt Sadeghi’s battery claim.

2. The SAC Alleged Sufficient Facts to Constitute 

Battery

The elements of a cause of action for civil battery are: 

“(1) defendant intentionally performed an act that resulted in a 

harmful or offensive contact with the plaintiff’s person;

(2) plaintiff did not consent to the contact; and (3) the harmful or 

offensive contact caused injury, damage, loss or harm to

plaintiff.” (Brown v. Ransweiler (2009) 171 Cal.App.4th 516, 

526–527.)

The pleading alleges a harmful or offensive physical contact 

by Li grabbing Sadeghi and his backpack, forcefully restraining 

him, physically attacking him, and violently shoving him to the 

ground. Sadeghi alleged the contact was intentional and “nonconsensual.” He also alleged he was harmed by the altercation 

and suffered injuries to his left eye and right shoulder, requiring 

medical attention and physical therapy. He sought 

psychotherapy and suffered from PTSD.

Based on the foregoing, the demurrer to the SAC’s battery 

claim should have been overruled.
24

E. The Trial Court Properly Sustained the Demurrer to the 

Invasion of Privacy Cause of Action

We incorporate by reference and adopt our analysis from 

Sadeghi I, which applies here verbatim. We, again, find workers’ 

compensation exclusivity does not bar Sadeghi’s claim. We

further find Sadeghi has not adequately alleged that he had an 

objectively reasonable expectation of privacy in the contents of 

the work laptop. Thus, Sadeghi did not adequately plead facts to 

state an invasion of privacy claim and fails on demurrer.

F. The Trial Court Erred in Sustaining the Demurrer to the 

IIED Cause of Action

We note that because we concluded Sadeghi did not plead 

sufficient facts to establish invasion of privacy, his cause of action 

for emotional distress fails to the extent it is tethered to the 

invasion of privacy claim. We address his IIED claim as a 

derivative of the battery claim.

We incorporate by reference and adopt our analysis from 

Sadeghi I, which applies here. We, again, find that workers’ 

compensation exclusivity does not bar Sadeghi’s IIED claim. We 

also find the elements of IIED are adequately pleaded in the 

SAC. Accepting the SAC’s allegations as true, the SAC

sufficiently states a cause of action for IIED against Li.

G. The Trial Court Properly Sustained the Demurrer to the 

Intentional Interference with Contract Cause of Action

California recognizes a cause of action against 

noncontracting parties who interfere with the performance of a 

contract. (Applied Equipment Corp. v. Litton Saudi Arabia Ltd. 

(1994) 7 Cal.4th 503, 513 (Applied Equip.).) “[A] stranger to a 

contract may be liable in tort for intentionally interfering with 
25

the performance of the contract.” (Pacific Gas & Electric Co. v. 

Bear Stearns & Co. (1990) 50 Cal.3d 1118, 1126.) The elements 

necessary to state a cause of action for intentional interference 

with contractual relations are: (1) a valid contract between 

plaintiff and a third party; (2) defendant’s knowledge of this 

contract; (3) defendant’s intentional acts designed to induce a 

breach or disruption of the contractual relationship; (4) actual 

breach or disruption of the contractual relationship; and 

(5) resulting damage. (Mintz v. Blue Cross of California (2009) 

172 Cal.App.4th 1594, 1603 (Mintz).)

It is settled that “corporate agents and employees acting for 

and on behalf of a corporation cannot be held liable for inducing a 

breach of the corporation’s contract.” (Shoemaker, supra, 

52 Cal.3d at pp. 24–25 [where the defendants were agents of the 

employer who were “vested with the power to act for the 

employer (rightly or wrongly),” they “stand in the place of the 

employer, because the employer . . . cannot act except through 

such agents”]; cf. Applied Equip., supra, 7 Cal.4th at p. 512, fn. 4 

[under “agent’s immunity rule,” agents and/or employees of a 

corporation “ ‘cannot conspire with their corporate principal or 

employer where they act in their official capacities on behalf of 

the corporation and not as individuals for their individual 

advantage’ ”; this rule “ ‘derives from the principle that ordinarily 

corporate agents and employees acting for or on behalf of the 

corporation cannot be held liable for inducing a breach of the 

corporation’s contract’ ”].)

Sadeghi argues on appeal that Li is not automatically 

immune from liability for interfering with Sadeghi’s employment 

contract with Pinscreen. He argues the “issue is not so clear cut” 

as the trial court made it out to be, and the agent’s immunity rule 
26

does not apply because Li had “ownership or control interests” in 

the company whose contract is at issue.

Sadeghi primarily relies on and cites to three cases, two of 

which are depublished and not citeable. The rule relied upon by 

two of the cases, Rosenfeld, Meyer & Susman v. Cohen (1983) 

146 Cal.App.3d 200 and Shapoff v. Scull (1990) 222 Cal.App.3d 

1457, was rejected by our Supreme Court in Applied Equip. as it 

“illogically expands the doctrine of civil conspiracy by imposing 

tort liability for an alleged wrong—interference with a contract—

that the purported tortfeasor is legally incapable of committing” 

and “obliterates vital and established distinctions between 

contract and tort theories of liability . . . .” (Applied Equip., 

supra, 7 Cal.4th at pp. 510–511, 513–514, 521, fn. 10.)

The third case Sadeghi relies on, Woods v. Fox 

Broadcasting Sub., Inc. (2005) 129 Cal.App.4th 344 (Woods), is 

inapposite as it did not involve an agent acting for and on behalf 

of a contracting principal. The court expressly acknowledged the 

rule that “corporate agents could not be liable for inducing their 

employer to breach a contract.” (Id. at p. 352.) The court in 

Woods permitted a claim for inducing a breach of contract against 

a shareholder who “allegedly interfere[d] in a contract between 

the corporation whose shares it owns and some other person or 

entity.” (Id. at p. 353.) Woods distinguished the shareholderdefendant from an agent-defendant and found the shareholder in 

that case was not a contracting party nor its agent. (Ibid.)

The allegations in the SAC do not provide that Li was a 

mere shareholder like the defendant in Woods. Instead, the SAC 

alleges Li was the chief executive officer, cofounder, and board 

member of Pinscreen. The SAC also alleges Li, was “the agent, 

principal, employee, or alter ego” of Pinscreen and “acted with the 
27

other defendants’ knowledge, consent, and approval.” Because 

the representative of a contracting party may not be held liable 

for the tort of interfering with its principal’s contract, Sadeghi 

cannot state a cause of action against Li for intentional 

interference with contract rights. (Mintz, supra, 172 Cal.App.4th 

at p. 1607.)

H. The Trial Court Properly Sustained the Demurrer to the 

Causes of Action for Fraudulent Inducement of Employment 

Contract by Intentional Misrepresentation and by 

Concealment

Claims for fraudulent inducement of employment contract 

based on intentional misrepresentation vs. intentional 

concealment derive from a similar set of elements. “The elements

of a cause of action for fraudulent inducement to an employment 

contract are (1) that the employer misrepresented or concealed a 

material fact during the hiring process, (2) knowledge of the 

falsity of the fact or lack of reasonable grounds for believing it to 

be true, (3) an intent to induce reliance, (4) justifiable reliance by 

the employee, and (5) resulting damages.” (Garamendi v. Golden 

Eagle Ins. Co. (2005) 128 Cal.App.4th 452, 470, italics added.) 

Only the first element differs, in that plaintiff must show that 

defendant made a false representation, rather than concealed or 

suppressed a material fact.

“Fraud must be pleaded with specificity, to provide the 

defendants with the fullest possible details of the charge so they 

are able to prepare a defense to this serious attack. To withstand 

a demurrer, the facts constituting every element of the fraud 

must be alleged with particularity, and the claim cannot be 

salvaged by references to the general policy favoring the liberal 
28

construction of pleadings.” (Goldrich v. Natural Y Surgical 

Specialties, Inc. (1994) 25 Cal.App.4th 772, 782.)

Sadeghi argues the TAC alleged sufficient facts to state a 

cause of action as to both fraudulent inducement claims. We 

analyze the TAC to determine whether it has pleaded sufficient 

factual allegations to meet the elements of the two fraud claims.

1. Misrepresentation and Concealment of Material Fact

Fraudulent inducement of employment contract by 

intentional misrepresentation, or promissory fraud, is a 

subspecies of the action for fraud and deceit. Lazar v. Superior 

Court (1996) 12 Cal.4th 631, 638 (Lazar).) An action for 

promissory fraud may lie where a defendant fraudulently induces 

the plaintiff to enter into a contract. (Ibid.)

Here, Sadeghi alleged in the TAC that Li, “on his own 

behalf and as in his capacity as co-founder and CEO of 

Pinscreen,” intentionally misrepresented Pinscreen’s avatar 

generation capabilities to him and concealed its avatar 

fabrication and scientific misconduct. Li “intentionally concealed 

Pinscreen’s avatar fabrication, fraud on investors, scientific 

misconduct, [and] public deception” from Sadeghi. Li made 

misrepresentations and concealed material facts to induce 

Sadeghi to resign from Google and join Pinscreen.

The particularity requirement necessitates pleading facts 

which show how, when, where, to whom, and by what means the 

representations were tendered. (Lazar, supra, 12 Cal.4th at 

p. 645.) In the TAC, Sadeghi alleged that on January 22, 2017, 

Li sent a written Facebook message to Sadeghi (who was still 

employed at Google), confirming that the avatars’ hairs were 

autogenerated by Pinscreen; this was false, as they were 

“manually prepared” and Li “misrepresented” them as 
29

“autogenerated” to Sadeghi. The next day, on January 23, 2017, 

Sadeghi accepted the offer to join Pinscreen.

Sadeghi also alleged the same example in the concealment 

context. The TAC included allegations that Li intentionally 

concealed that the avatars he presented to Sadeghi on January 

22, 2017 were manually prepared. Li also intentionally concealed 

that Pinscreen was involved in scientific misconduct, public 

deception through publicly presenting fabricated avatars, and 

fraud on its investors and prospective investors.

In determining whether Li concealed or suppressed a 

material fact, we must also determine whether Li was under a 

duty to disclose that fact to Sadeghi. (See Burch v. CertainTeed 

Corp. (2019) 34 Cal.App.5th 341, 348.) With respect to 

concealment, there are four circumstances in which nondisclosure 

or concealment may constitute actionable fraud: (1) when the 

defendant is in a fiduciary relationship with the plaintiff; 

(2) when the defendant had exclusive knowledge of material facts 

not known to the plaintiff; (3) when the defendant actively 

conceals a material fact from the plaintiff; and (4) when the 

defendant makes partial representations but also suppresses 

some material facts. (Id. at p. 349.) We find the third instance 

was sufficiently pleaded. The TAC alleged: “Li, on behalf of 

Pinscreen, had a duty to disclose Pinscreen’s transgressions to 

Sadeghi” and breached said duty and actively concealed 

Pinscreen’s avatar fabrication—a material fact. Li’s duty arose 

from the relationship between employer Pinscreen and 

prospective employee Sadeghi, entering into an employment 

contract.
30

Li argues the pleading reflects that Sadeghi’s termination 

was caused by the alleged whistleblowing and not by any 

fraudulent inducement by Li occurring six months prior. Not so.

Here, Li’s alleged misrepresentation as to Pinscreen’s 

autogeneration of avatars via the Facebook communication was 

not made in the course of Sadeghi’s termination, but rather, is 

separate from his termination. The misrepresentation Sadeghi 

alleges was not intended to effect his termination at Google but 

was intended to induce him to accept an offer of employment at 

Pinscreen. In fact, the TAC alleged that the day after receiving 

the misrepresented information that Pinscreen autogenerated 

the avatars’ hair or concealed the material fact that the avatars’ 

hair was fabricated and manually prepared, Sadeghi accepted the 

offer of employment at Pinscreen. Misrepresentation not 

intended to effect termination of employment, but instead 

designed to induce the employee to alter detrimentally his or her 

position in some other respect, such as resigning from their place 

of employment to accept employment with a different employer, 

might form a basis for a valid fraud claim even in the context of a 

wrongful termination. (Lazar, supra, 12 Cal.4th at p. 640.) 

Fraud recovery is precluded “only where ‘the result of [the 

employer]’s misrepresentation is indistinguishable from an 

ordinary constructive wrongful termination.’ ” (Id. at p. 643.)

2. Knowledge of Falsity

The TAC alleged Li’s misrepresentation and concealment of 

Pinscreen’s avatar fabrication was knowingly done. Li knew of 

the falsity of his representations “since he was orchestrating the 

avatar fabrications himself” and “knew the presented avatars 

were manually prepared.” Li knew of and had an active role in

Pinscreen’s transgressions; his concealments were done “on his 
31

own behalf and as in his capacity as co-founder and CEO of 

Pinscreen.” This is sufficient.

3. Intent to Induce Reliance

The TAC alleged Li “personally directed and participated in 

a willful deception of Sadeghi” to induce him to resign from 

Google and join Pinscreen in order to gain access to Sadeghi’s 

expertise in digital hair appearance and software engineering. 

This is sufficient.

4. Justifiable Reliance by Sadeghi

The TAC alleged that after “months of Li’s continuous 

solicitations,” Sadeghi resigned from Google on January 25, 2017, 

and joined Pinscreen relying on Li’s fraudulent 

misrepresentations. He would not have resigned from Google 

and joined Pinscreen if he knew about Li’s concealments and 

misrepresentation of material facts. He further believed Li’s 

representations because Li was an assistant professor of 

computer science at USC, and any allegation of data fabrication 

would have had grave consequences for Li because of the “core 

ethical commitments of his profession.” This is sufficient.

5. Resulting Damages

“ ‘Fraud actions are subject to strict requirements of 

particularity in pleading.’ ” (Furia v. Helm (2003) 

111 Cal.App.4th 945, 956 (Furia).) Fraud, without damages, is 

not actionable because it fails to state a cause of action. (Ibid.)

Future lost income is recoverable on a promissory fraud 

theory if the damages are not speculative or remote. (Helmer v. 

Bingham Toyota Isuzu (2005) 129 Cal.App.4th 1121, 1130.) 

Damages may properly be considered as part of the “benefit of the 
32

bargain.” (Id. at p. 1130.) When an employer made a false 

promise to induce an act by an employee who otherwise would 

have stayed in his former job, the employer “bargained” to obtain 

an employee who already had steady employment with another 

company; it is only fair to compensate the employee for the 

damages he suffered as a result of leaving that steady 

employment. (Id. at pp. 1130–1131.) In addition, “a fraudulently 

hired employee . . . may incur a variety of damages ‘separate from 

the termination’ itself, such as the expense and disruption of 

moving or loss of security and income associated with former 

employment.” (Lazar, supra, 12 Cal.4th at p. 646.)

The TAC alleged Sadeghi’s “damages of his lost Google 

income and benefits started after February 1, 2017 when he was 

fraudulently induced to leave Google and were temporarily 

substituted by his Pinscreen income and benefits from February 

2, 2017 to August 7, 2017.” (Italics added.) Sadeghi was 

“damaged by being fraudulently induced to give up his 

employment at Google by intentional concealment and thus lost 

income and benefits he had been earning at Google.” “Sadeghi’s 

damages of his lost Google income and benefits pertaining to 

after August 7, 2017 are unsubstituted.” (Italics added.)

Sadeghi failed to sufficiently plead that as a result of 

resigning from Google and beginning employment at Pinscreen, 

he suffered damages in the form of future lost income. Nowhere 

in the TAC did Sadeghi allege he earned more at Google than the 

amount of income/salary he received from Pinscreen. The 

phrasing that his lost Google income/benefits were “temporarily 

substituted” from February 2, 2017 to August 7, 2017, and 

“unsubstituted” after August 7, 2017 is confusing and does not 
33

meet the strict requirements of particularity necessary for fraud 

actions. (Furia, supra, 111 Cal.App.4th at p. 956.)

That Sadeghi’s wrongful termination is also mentioned 

within the fraud allegations is irrelevant, as the damages 

Sadeghi alleged arose from fraudulent inducement to resign from 

his current employment and accept a position at new place of 

employment, Pinscreen. The damages Sadeghi alleged do not 

result from the termination itself, but from Li’s 

misrepresentations via Facebook that caused Sadeghi to resign 

from Google and accept a position at Pinscreen—

misrepresentations which allegedly came to light after Sadeghi 

began working at Pinscreen. Moreover, absent Li’s 

misrepresentations, Li/Pinscreen would not have been in the 

position to terminate Sadeghi because Sadeghi would not have 

resigned from Google and consented to the employment contract 

with Pinscreen in the first place.

The TAC did not sufficiently allege the damages element 

with the requisite particularity needed. For this reason, 

Sadeghi’s claims for fraudulent inducement of contract via 

misrepresentation and concealment fails.

I. Leave to Amend

As we are reversing as to the battery and IIED claims, the 

only claims remaining to be amended are the causes of action for 

invasion of privacy, intentional interference with contract, 

fraudulent inducement of employment contract via intentional 

misrepresentation and intentional concealment.
34

Code of Civil Procedure section 430.41, subdivision (e)(1) 

provides that a complaint “shall not be amended more than three 

times, absent an offer to the trial court as to such additional facts 

to be pleaded that there is a reasonable possibility the defect can 

be cured to state a cause of action. The three-amendment limit 

shall not include an amendment made without leave of the 

court.” (Ibid., italics added.) Generally, leave to amend is 

warranted when the complaint is in some way defective, but 

plaintiff has shown in what manner the complaint can be 

amended and “ ‘how that amendment will change the legal effect 

of [the] pleading.’ ” (Goodman v. Kennedy (1976) 18 Cal.3d 

335, 349.) Sadeghi shoulders the burden to show a reasonable 

possibility the defect can be cured by amendment; if it can, the 

trial court abused its discretion in sustaining the demurrer 

without leave to amend. (Dudek, supra, 34 Cal.App.5th at 

pp. 163–164.)

Sadeghi has not proposed an amendment that would cure 

the defects as to the claims for invasion of privacy and intentional 

interference with contract. The issue is forfeited as to those 

claims. (Ewald v. Nationstar Mortgage, LLC (2017) 

13 Cal.App.5th 947, 948; Nielsen v. Gibson (2009) 

178 Cal.App.4th 318, 324.) However, Sadeghi has in fact 

proposed an amendment that would cure the defect as to the 

TAC’s claims for fraudulent inducement to an employment 

contracted via intentional misrepresentation and intentional 

concealment.
35

In his September 21, 2020 opposition to Li’s demurrer to 

the TAC, Sadeghi explained to the trial court that the “issue 

appears to be with Sadeghi’s use of the terms ‘unsubstituted’ and 

‘temporarily substituted’ in his pleadings” and admitted that “the 

more accurate allegation is that Sadeghi’s Google earnings were 

‘temporarily partially substituted’ by his Pinscreen earnings.” 

Sadeghi then specified his “average earnings from Google was 

around $23,819/month while his average earnings from Pinscreen 

was around $15,183/month resulting in damages of $8,636/month 

in lost earnings immediately after leaving Google.” He concluded 

that he “incurred at least $53,543 in monetary damages before

his wrongful termination as a result of his fraudulent 

inducement.” He requested that he be given leave to amend the 

TAC so that these “specific monetary amounts . . . can be added 

in [as] an amendment.”

He repeats this argument on appeal and argues the trial 

court abused its discretion by not allowing him to amend its 

complaint to allege that his compensation at Google was greater 

than his compensation at Pinscreen.

We are persuaded. He has adequately shown a reasonable 

probability the defect can be cured via amendment. The trial 

court’s finding otherwise amounted to an abuse of discretion. 

(Dudek, supra, 34 Cal.App.5th at p. 163.) Sadeghi is entitled to 

another opportunity to amend these causes of action.
36

DISPOSITION

We reverse the judgment of dismissal and underlying order 

as to causes of action for battery and intentional infliction of 

emotional distress. We conclude Sadeghi sufficiently pleaded his 

causes of action for battery and intentional infliction of emotional 

distress.

We conclude the trial court abused its discretion in denying 

Sadeghi leave to amend his causes of action for fraudulent 

inducement of employment contract via intentional 

misrepresentation and via intentional concealment and direct the 

trial court on remand to permit Sadeghi to file an amended 

complaint as to these two causes of action.

In all other respects, we affirm.

Appellant Sadeghi shall recover costs incurred on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

STRATTON, P. J.

We concur:

WILEY, J.

VIRAMONTES, J.