Massuda v. Panda Express, Inc.

Dist. Ct. did not err in dismissing for failure to state cause of action plaintiff’s claim alleging unjust enrichment, fraud and aiding and abetting breach of fiduciary duty arising out of defendants’ efforts at obtaining entity’s interest in partnership for significantly less than fair market value, where plaintiff essentially owed 11 percent of entity selling interest in partnership. Dist. Ct. could properly find that plaintiff’s interest in most of her claims were derivative since any recovery in these actions would go directly to entity as opposed to plaintiff. Moreover, plaintiff failed to adequately plead her fraud claim alleging that defendants withheld from her certain material information about said sale, where plaintiff failed to allege that defendants were under duty to disclose said information to her.