Wen v. Zhu CA2/5

Filed 6/25/26 Wen v. Zhu CA2/5
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

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 FIVE

SHUOLIN WEN, B345073

Plaintiff and Appellant, (Los Angeles County
Super. Ct. No.
v. 24STCV01427)

QINGZHOU ZHU et al.,

Defendants and
Respondents.

APPEAL from an order of the Superior Court of Los
Angeles County, Maurice A. Leiter, Judge. Dismissed.

Concord & Sage and Yang Wenyao for Plaintiff and
Appellant.
Law Offices of Bin Li & Associates, Bin Li, and Leah G.
Smolker for Defendants and Respondents Qingzhou Zhu, Sisley
Wong, Xiaodan Zhang, and LA Fruity, Inc.

Morgan, Lewis & Bockius, Daniel A. Armstrong, Arjun P.
Rao, and Marcos D, Sasso for Defendant and Respondent
JPMorgan Chase Bank, N.A.

******
An investor repeatedly loaned large sums of money to the
owner of a cannabis business. When the owner did not repay
those loans, the investor sued the owner and 14 other individuals
and entities, for breach of contract, money had and received, and
fraud. The 27 counts in the operative third amended complaint
did not distinguish between the 15 defendants. A subset of the
defendants demurred to a subset of counts in the operative
complaint. The trial court sustained those demurrers without
leave to amend in an unsigned minute order, but never
subsequently issued a judgment or a signed order of dismissal.
Apparently, believing it would facilitate review of the demurrer
ruling, the investor voluntarily dismissed with prejudice the
entire action against all of the defendants, and proceeded to
appeal that dismissal order, which was signed by the court clerk.
Because the investor’s actions leave us no appealable order or
judgment, we dismiss.
FACTS AND PROCEDURAL BACKGROUND
I. Allegations in the Operative Complaint (the Third
Amended Complaint)
From December 2018 to August 2019, Qingzhou Zhu (Zhu)
solicited Shuolin Wen (plaintiff) to loan him money to fund Zhu’s

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businesses in the cannabis industry; Zhu is alleged to have
misrepresented the success and future prospects of those
businesses. Based on those misrepresentations, plaintiff made
numerous separate loans to Zhu and also formed an employment
relationship with Zhu.
Plaintiff filed a lawsuit on January 18, 2024.
In the operative third amended complaint, plaintiff sued
Zhu and 14 other individuals or entities1 (collectively,
defendants) in 27 counts for (1) breach of contract, (2) money had
and received, and (3) fraud. The 27 counts are alleged against
“All Defendants,” and plaintiff proffers only conclusory
allegations as to why the defendants other than Zhu (and, in two
instances, Fangshuo Guo) are liable—namely, that “each and
every Defendant . . . was at all times acting as managing agents of
all other Defendants,” that each defendant’s conduct was “taken
in furtherance of [a] conspiracy,” and that Zhu was also an
“agent” and “employee” of Chase Bank. No foundational facts are
alleged in support of these legal conclusions.
Here is a summary of the counts associated with plaintiff’s
loans:
-- Counts 1 and 2 for breach of contract and fraud. On
January 14, 2019, plaintiff entered into a written contract with
Zhu. In the contract, plaintiff agreed to loan $200,000 to Zhu and
one of his companies, Casa Cannabis Inc.; Zhu agreed to repay

1 Specifically, the 15 total named defendants are Zhu,
Fangshuo Guo, Guoqiang Zhu, Sisley Wong, Xiaodan Zhang,
Hanh Phuong Giang, Yash Dave, Skybox Holdings 81, Sam
Management LLC, Wharf Fun, Inc., Green Planets Express, Ice
Castle Inc., Casa Cannabis Inc., JP Morgan Chase Bank, N.A.,
and LA Fruity, Inc.

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plaintiff $240,000 by December 30, 2019. Plaintiff and Zhu later
modified the contract so plaintiff instead paid the $200,000 to
entities Yash Dave and Wharf Fun, Inc. Plaintiff was never
repaid.
--- Counts 3, 4, and 5 for breach of contract, money had
and received, and fraud. On January 30, 2019, plaintiff and Zhu
entered into a written contract. Under the contract, plaintiff
agreed to loan $250,000 to Zhu, secured by an interest against
Zhu’s real property; Zhu agreed to repay plaintiff the $250,000 by
June 31, 2019.2 Plaintiff and Zhu later modified the contract so
plaintiff instead paid the $250,000 to Fangshuo Guo. Plaintiff
was never repaid.
--- Counts 6 and 7 for breach of contract and fraud. On
March 4, 2019, plaintiff and Zhu entered into a written contract.
Under the contract, plaintiff agreed to loan Zhu $20,000, and Zhu
agreed to repay $20,000 within seven days. Plaintiff paid Zhu
$20,000 on March 14, 2019, and was never repaid.
--- Counts 8 and 9 for breach of contract and fraud. On
March 26, 2019, plaintiff and Zhu entered into a written contract.
Under the contract, plaintiff agreed to loan Zhu $25,000, and Zhu
agreed to repay plaintiff $29,500 “in May.” Plaintiff was never
repaid.
--- Counts 10 and 11 for money had and received and
fraud. On April 2, 2019, plaintiff and Guo entered into a written
contract. Under the contract, plaintiff agreed to pay $125,000 to
Guo, secured by an interest against real property owned by Zhu;
Guo agreed to repay plaintiff $100,000 on April 28, 2019.
Plaintiff was never repaid.

2 Although “June 31” is not a real date, it is the date alleged
in the operative complaint and stated in the written contract.

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--- Counts 12 and 13 for breach of contract and fraud.
On April 30, 2019, plaintiff and Zhu entered into a written
contract. Under that contract, plaintiff agreed to loan Zhu
$150,000 by May 2, 2019; Zhu agreed to repay plaintiff $160,000
by July 1, 2019. Plaintiff and Zhu subsequently modified the
agreement so plaintiff instead paid Sam Management LLC.
Plaintiff was never repaid.
--- Counts 14 and 15 for breach of contract and fraud.
On May 10, 2019, plaintiff and Zhu entered into a written
contract. Under that contract, plaintiff agreed to pay Zhu
$19,192; Zhu agreed to repay that amount on July 10, 2019.
Plaintiff was never repaid.
--- Count 18 for fraud. On July 1, 2019, plaintiff paid
Zhu $60,000 which was never repaid.
--- Counts 22, 23, and 24 for breach of contract, fraud,
and money had and received. On June 8, 2021, plaintiff entered
into a written contract. Under that contract, plaintiff agreed to
pay $100,000 to one of Zhu’s companies, Skybox Holdings 81.
Plaintiff and Zhu later modified the contract so plaintiff agreed to
pay $98,600, and Zhu agreed to repay plaintiff $100,000 by
September 8, 2021. Plaintiff was never repaid.
--- Count 25 for money had and received. On June 15,
2021, plaintiff orally agreed to loan Zhu $5,000. Plaintiff was
never repaid.
--- Counts 26 and 27 for breach of contract and money
had and received. On June 16, 2021, plaintiff orally agreed to
loan Zhu $50,000. Plaintiff was never repaid.
Here is a summary of the counts associated with plaintiff’s
employment:

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--- Counts 16 and 17 for breach of contract and fraud.
On August 1, 2019, plaintiff entered into a one-year written
employment contract with Zhu and his cannabis business, LA
Fruity, Inc. Under that contract, plaintiff agreed to serve as a
“product manager” at one of the business’s locations in Cathedral
City, California; Zhu agreed to pay plaintiff a 30 percent cut of
the profits generated from that location. Plaintiff never received
any portion of the profits.
--- Counts 19, 20, and 21 for breach of contract. On
November 25, 2019, plaintiff and Zhu entered into a written
shareholder contract. Under that contract, plaintiff agreed to
stop working at LA Fruity’s Cathedral City location; Zhu agreed
to pay plaintiff (1) $50,000 by November 27, 2019 (giving rise to
count 19), (2) $150,000 by December 31, 2019 (giving rise to count
20), and (3) $150,000 by January 31, 2020 (giving rise to count
21). Plaintiff was never paid.
II. Demurrers to the Operative Complaint
After demurrers to three earlier iterations of the complaint
were mooted or sustained with leave to amend, two subsets of
defendants3 again challenged the operative, third amended
complaint—namely, (1) Chase Bank filed a demurrer, and (2)
Zhu, Sisley Wong, Xiaodan Zhang, and LA Fruity jointly filed a
demurrer.4

3 Another defendant, Skybox Holdings 81, also demurred,
but the filings related to that motion are not in the record on
appeal and plaintiff represents in his opening brief that he
entered into an agreement with Skybox Holdings 81 “partially
mooting the appeal of any issues between them.”

4 They also filed a motion to strike, which was denied by the
trial court as moot.

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1. Demurrer by Chase Bank
Chase Bank demurred to the complaint in its entirety on
the ground that there were no allegations of any conduct by
Chase Bank, other than that Zhu worked for the bank and made
some of his misrepresentations while at a branch location, which
Chase argued were insufficient to render Chase liable. Chase
also asserted that “most of” the counts were barred by the
applicable statutes of limitations.
2. Demurrer by Zhu, Wong, Zhang, and LA Fruity
Zhu, Wong, Zhang, and LA Fruity demurred to (1) counts 1
through 16 and 19 and 20, on the ground that they were barred
by the applicable statutes of limitations; (2) counts 25 through 27,
on the ground that plaintiff failed to plead whether the
agreements were written, oral, or implied; (3) counts 2, 5, 7, 9, 11,
13, 15, 17, 18, and 23 for fraud, on the ground that they were
improperly disguised contract claims; and (4) counts 4, 16, 17,
and 18, on the ground that they were uncertain.
Wong and Zhang also specifically demurred to the
complaint in its entirety on the ground that there were no
allegations of any conduct by them, other than the allegation that
they are “managing agents” of Zhu’s companies and that Zhang
told plaintiff in June 2021 “she was pregnant and she had put a
lot of effort into LA Fruity,” which Wong and Zhang argued were
insufficient to render them liable to plaintiff.
3. Ruling
Following further briefing and a hearing, the trial court
issued an unsigned minute order on January 30, 2025, ruling on
the demurrers.
As for Chase, Wong, and Zhang, the court sustained the
demurrers to the operative complaint in its entirety without leave

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to amend because the facts alleged in the complaint “do not give
rise to claims for breach of contract, money had and received or
fraud against” any of those specific defendants.
As for Zhu and LA Fruity, the court sustained the
demurrer without leave to amend, but did not identify every
count demurred to. As to counts 1, 3, 4, 6, 8, 10, 12, 14, 19, 20,
each of which was for breach of contract or money had and
received, the court found them barred by the applicable four-year
limitations period for written contracts. As to counts 2, 5, 7, 9,
11, 13, and 15, each of which was for fraud, the court found them
barred by the applicable three-year limitations period. The court
found plaintiff’s allegation that he “did not discover the facts
constituting the fraud or mistake until after June 2021”
insufficient to toll the limitations period because, without any
alleged “facts supporting this assertion,” the bare allegation was
“insufficient to overcome the statute of limitations issue on the
face of the pleadings.”
4. Portion of plaintiff’s complaint that survived
demurrer ruling
Although the trial court’s demurrer ruling addressed
several of plaintiff’s 27 counts and entirely eliminated three
defendants from the action (namely, Chase, Wong and Zhang),
the court’s ruling did not dispose of every count against every
defendant. Specifically, the court’s ruling left intact the following
counts against the following defendants:
--- All counts against defendants Guo, Hanh Phuong
Giang, Yash Dave, Sam Management LLC, Wharf Fun, Inc.,
Green Planets Express, Ice Castle Inc., and Casa Cannabis Inc.,
as none of those defendants demurred to the complaint.

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--- Counts 16 through 18 and 21 through 27 against Zhu
and LA Fruity. Zhu and LA Fruity did not demur to counts 21,
22, and 24. And while they did demur to counts 16, 17, 18, 23,
25, 26, 27, the court’s ruling did not sustain the demurrer to
those counts.
III. Voluntary Dismissal With Prejudice
The trial court did not subsequently enter any signed order
of dismissal or any judgment.
Even though the demurrer order left intact many counts
against many of the various defendants, plaintiff on February 28,
2025, filed a request for voluntary dismissal with prejudice of the
entire action against all defendants in the operative complaint.
Plaintiff indicated that the “purpose” of requesting dismissal was
“to seek appellate review of the” demurrer ruling.
A deputy clerk of the court entered the dismissal of the
action on March 5, 2025.
IV. Appeal
Plaintiff filed a notice of appeal, specifically identifying the
“judgment(s)” appealed from as the “Request for Dismissal” filed
February 28, 2025, entered March 5, 2025.”
DISCUSSION
Plaintiff’s appeal must be dismissed because we lack
jurisdiction to entertain it.5
The existence of an appealable judgment is a jurisdictional
prerequisite to an appeal. (Jennings v. Marralle (1994) 8 Cal.4th

5 Plaintiff also appears to attack the trial court’s earlier
demurrer rulings as to the first and second amended complaints,
but those rulings granted plaintiff leave to amend and therefore
had no impact on plaintiff’s claims.

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121, 126.) The right to appeal is wholly statutory. (Dana Point
Safe Harbor Collective v. Superior Court (2010) 51 Cal.4th 1, 5;
see Code Civ. Proc., § 904.1.) An unsigned minute order
sustaining a demurrer without leave to amend is not, by statute,
an appealable order. (Hamilton v. Green (2023) 98 Cal.App.5th
417, 422-423; Hill v. City of Long Beach (1995) 33 Cal.App.4th
1684, 1695.) Only a subsequently entered judgment or order of
dismissal is appealable. (Kong v. City of Hawaiian Gardens
Redevelopment Agency (2002) 108 Cal.App.4th 1028, 1032, fn. 1.)
Because the January 30, 2025 minute order sustaining the
demurrer as to all counts against Chase, Wong, and Zhang and
some of the counts against Zhu and LA Fruity is unsigned, it is
not an appealable order.
Plaintiff maintains that this otherwise fatal deficiency is
cured by his subsequent voluntary dismissal of his entire action
with prejudice. To be sure, some courts have held that, when a
trial court’s order disposes of less than all claims (either because
the order disposes of a subset of claims against one party or
disposes of all claims against a subset of the parties), a party
seeking to appeal that adverse order may voluntarily dismiss its
still-pending claims and then appeal that dismissal, thereby
creating an appealable order. (Compare Ashland Chemical Co. v.
Provence (1982) 129 Cal.App.3d 790, 792-793 [finding appealable
order]; Austin v. Valverde (2012) 211 Cal.App.4th 546, 550-552
[same]; Stewart v. Colonial Western Agency, Inc. (2001) 87
Cal.App.4th 1006, 1012 [same]; Sisemore v. Master Financial,
Inc. (2007) 151 Cal.App.4th 1386, 1396 [same]; Goldbaum v.
Regents of University of California (2011) 191 Cal.App.4th 703,
708 [same]; Flowers v. Prasad (2015) 238 Cal.App.4th 930, 936;
with Yancey v. Fink (1991) 226 Cal.App.3d 1334, 1342-1343

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[finding no appealable order]; Chavez Reyes v. Hi-Grade
Materials Co. (2025) 110 Cal.App.5th 1089, 1099-1100 [same];
Maniago v. Desert Cardiology Consultants’ Medical Group, Inc.
(2025) 109 Cal.App.5th 621, 628, 630-631 [same], review granted
May 28, 2025, S290188; see also, Kurwa v. Kislinger (2013) 57
Cal.4th 1097, 1105-1106 [approving of this practice when
dismissing only the subset of unresolved claims].) Our Supreme
Court is in the midst of deciding whether this is a proper
mechanism for obtaining appellate review. (Maniago, supra.)
In the meantime, we firmly side with Maniago. Plaintiff’s
voluntary dismissal of his entire action does not turn the
unsigned minute order sustaining a demurrer as to only certain
parties and certain claims into an appealable judgment; if it did,
any order could be made appealable by the simple expedient of
voluntarily dismissing the whole case, which would utterly
obliterate the one final judgment rule and make every order
subject to an immediate appeal, a result that would have cases
ping-ponging between the trial and appellate courts repeatedly in
a single case. (Accord, Maniago, supra, 109 Cal.App.5th at pp.
629-630 [expressing concern with a rule that empowered “a
plaintiff who is dissatisfied with any interlocutory order [to]
always obtain immediate appellate review just by folding up their
tent, voluntarily dismissing their entire case with prejudice, and
filing an appeal from the clerk’s entry of the voluntary
dismissal”].)6

6 This is also not a case where the trial court has refused to
enter a signed minute order, thereby leaving a party with no
choice but to voluntarily dismiss in order to obtain appellate
review. (See Gutkin v. University of Southern California (2002)
101 Cal.App.4th 967, 974.)

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DISPOSITION
The appeal is dismissed. Defendants Chase Bank, Zhu,
Wong, Zhang, and LA Fruity are entitled to their costs on appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS.

______________________, P. J.
HOFFSTADT

We concur:

_________________________, J.
MOOR

_________________________, J.
KIM (D.)

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