California Court of Appeal

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Apollo Capital Fund, LLC v. Roth Capital Partners, LLC, B182089

In action for corporate securities fraud, common law fraud and related claims brought against broker-dealer, sustaining of demurrers is reversed in part where: 1) the complaint sufficiently alleged common law fraud and negligent misrepresentation claims against the broker-dealer; 2) one investor who alleged he had an account with the broker-dealer may amend the complaint, if he can, to allege the existence and nature of the account and his relationship in terms of a fiduciary duty; 3) a cause of action for the sale of securities not qualified in accordance with state law requirements is not preempted by federal law; and 4) the complaint alleged facts sufficient to support liability of the broker-dealer under certain statutory provisions.

Appellate Information

  • Decided 12/20/2007
  • Published 12/20/2007



  • California Court of Appeal


  • For Appellant:
  • The Rosen Law Firm and Laurence Rosen;  and Law Office of Brian Barry and Brian Barry, Los Angeles, for Plaintiffs and Appellants Scott L. Zimmerman;  Delta Capital Partners;  Spiga Ltd.;   Target Growth Fund, Ltd.;   Next Level Capital Investments, Inc.;  Shawn Sadeghat;  Norman Tulchin;  and Milton and Rosemary Okun., The Dressler Law Group and Thomas W. Dressler, Los Angeles, for Plaintiffs and Appellants Apollo Capital Fund, LLC and Mernoush Mahjobi.

  • For Appellees:
  • Morgan Lewis & Bockius, Paul A. Richler and David S. Cox, Los Angeles, for Defendant and Respondent Roth Capital Partners, LLC.
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