Gerloni v. Zanetti
Mara Gerloni appeals a summary judgment for Maurizio Zanetti, M.D., on her complaint for misappropriation or theft of corporate opportunity, breach of fiduciary duty, breach of contract and breach of the implied covenant of good faith and fair dealing, fraud, and constructive trust. The trial court determined the complaint was a corporate derivative action and she lacked standing to pursue the action because she is not a shareholder.
Gerloni concedes she cannot bring corporate claims, but she contends the complaint also sufficiently alleged individual claims for breach of contract and fraud and she raised triable issues of material fact on those claims. Alternatively, she contends the court abused its discretion by denying her leave to amend the complaint.
We find no merit to these contentions and affirm the judgment. Gerloni's individual claims, even if sufficiently alleged in the complaint, are all based on supposed false promises Dr. Zanetti made to her, which she outlined at length in her declaration. In deposition, however, Gerloni contradicted her declaration and testified she could not recall any specific promise he made. The court properly ignored her declaration and she submitted no other evidence to explain the inconsistencies or raise a triable issue of material fact.
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