An investor's fraud claims against an outsourced compliance firm partially survive dismissal.

Record source: CourtListener

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF OREGON KARRA CRAWFORD, Case No. 3:25-cv-02242-SB Plaintiff, OPINION AND ORDER v. ADVISER COMPLIANCE ASSOCIATES, LLC dba ACA GROUP, a District of Columbia limited liability company, FARIBA RONNASI, an individual, ELITE WEALTH MANAGEMENT, INC., a Washington profit corporation, LATTICE CAPITAL MANAGEMENT, LLC, a Washington limited liability company, ALI REZA MEMARAN-DADGAR aka ALLAN DADGAR, an individual, and ROBERT VAL LYBBERT, an individual, Defendants. _____________________________ BECKERMAN, U.S. Magistrate Judge: Plaintiff Karra Crawford (“Crawford”) filed this action against Defendant Adviser Compliance Associates, LLC (“ACA”), alleging claims for breach of fiduciary duty, negligent misrepresentation, negligence, fraud, and violations of Oregon’s Unfair Trade Practices Act (“UTPA”) and Securities Law. (Compl., ECF No. 1-1.) ACA provided outsourced chief compliance officer (“CCO”) services to two registered investment advisers, Defendants Elite Wealth Management, Inc. (“Elite”) and Lattice Capital Management, LLC (“Lattice”), together with three of their “supervised person” employees, Defendants Fariba Ronnasi (“Ronnasi”), Ali Reza Memaran-Dadgar (“Dadgar”), and Robert Val Lybbert (“Lybbert”) (together, the “Elite Defendants”), for approximately four months in 2023. (Id.) The Court has jurisdiction over Crawford’s claims pursuant to 28 U.S.C. §§ 1332 and 1367. Crawford’s claims against the Elite Defendants are currently in arbitration. Now before the Court is ACA’s motion to dismiss Crawford’s complaint for failure to state a claim pursuant to Federal Rule of Civil Procedure (“Rule”) 12(b)(6). (Def.’s Mot. Dismiss (“Def.’s Mot.”), ECF No. 7.) For the following reasons, the Court GRANTS IN PART and DENIES IN PART ACA’s motion. BACKGROUND Crawford invested $1.635 million with the Elite Defendants in the “Dynamic Alpha Fund” (the “Alpha Fund”) in November 2021 following Ronnasi’s solicitation. (Compl. ¶¶ 2-5, 48; see also id. ¶ 64, noting that Crawford moved an additional $28,880 into the Alpha Fund in December 2021.) Unbeknownst to Crawford, Ronnasi was later charged with theft in June 2023, after she engaged in a scheme to order clothes online from TJ Maxx, report that she did not receive the clothes to obtain credit, and then return the clothes to a store. (Id. ¶¶ 70-76.1) 1 The Court takes judicial notice of the relevant King County (Washington) Superior Court records, which reflect that Ronnasi was eventually convicted of third degree malicious mischief, a gross misdemeanor, on May 9, 2025 and ordered to pay $18,552 in restitution and a $500 fine. (See 5/9/25 Judgment, Washington v. Ronnasi, No. 23-1-O4492-1 SEA (King Cnty. Thereafter, Ronnasi and Dadgar contacted ACA to obtain outsourced CCO services for Elite and Lattice. (Id. ¶ 92; see also id. ¶ 86, noting that an outsourced CCO’s role includes “[o]verse[ing] and coordinat[ing] regulatory filings, including Form ADV and any necessary updates or amendments”). ACA employee Mark Hansen initially served as Elite and Lattice’s CCO and was later replaced by ACA employee John Douglas MacKinnon in August 2023. (Id. ¶¶ 106, 151.) In a July 27, 2023, email from Lattice to Alpha Fund investors about a management fee increase, Lattice did not disclose Ronnasi’s pending theft charge. (Id. ¶¶ 125, 129-30.) The email included a “Confidential Offering Circular” private placement memorandum (“PPM”) for the Alpha Fund dated August 1, 2023 (the “August 2023 PPM”). (Id. ¶ 130.) The August 2023 PPM disclosed that Dadgar would become Elite’s chief executive officer (“CEO”) and president on October 1, 2023 and that Ronnasi would serve as Elite’s chief operating officer and the CEO of “D&R Family Office.” (Id. ¶ 131.) The PPM referenced Lattice’s “Form ADV,” a required Securities and Exchange Commission (“SEC”) disclosure form (see 17 C.F.R. § 275.204-1), but did not attach the document.2 (Compl. ¶¶ 142-45.) Crawford alleges that the omission was part of a “cover-up” of Ronnasi’s pending theft charge. (Id. ¶ 145.) Crawford further alleges, on information and belief, that ACA was involved in concealing Ronnasi’s pending theft charge because Hansen “drafted, assisted in drafting, and/or reviewed” the August 2023 PPM and was copied on Lattice’s July 27, 2023 email. (Id. ¶¶ 125, 133.) /// Superior Ct.), https://kingcounty.gov/en/dept/dja/courts-jails-legal-system/case-records/records- access (last accessed Aug. 25, 2026).) 2 Crawford does not allege whether the Elite Defendants filed an amended Form ADV with the Investment Adviser Registration Depository (see 17 C.F.R. § 275.204-1) disclosing Ronnasi’s pending theft charge. (See generally Compl.) Crawford acknowledges that ACA has represented that the Elite Defendants “actively hid” Ronnasi’s pending theft charge from ACA and that ACA terminated its role with Elite and Lattice “in the autumn of 2023” upon discovering the undisclosed theft charge. (Id. ¶¶ 160-61.) Crawford does not allege that she purchased any securities from the Elite Defendants while ACA was providing outsourced CCO services, but Crawford later invested more money with Lattice in February 2024 and again in May 2024. (Id. ¶¶ 168-69, 175.) Crawford alleges that the August 2023 PPM was the last PPM that she received for the Alpha Fund before making these additional investments. (Id. ¶¶ 170, 176.) In August 2024, Lattice informed Crawford that the Alpha Fund had lost “approximately 37.6% of its value as of August 6, 2024.” (Id. ¶ 181.) After Lattice restructured the fund into the “Dynamic Absolute Return Fund” and provided assurances, Crawford remained invested. (Id. ¶¶ 190, 203.) In April 2025, Lattice notified Crawford it had decided to close the restructured fund in the wake of “unprecedented volatility in April 2025” that resulted in a “roughly -85.3% loss” in April 2025. (Id. ¶ 205.) Crawford now alleges that ACA failed to fulfill its duties as CCO for Elite and Lattice in 2023. (Id. ¶ 159.) Crawford’s primary theory of liability is that ACA knew or should have known but failed to disclose Ronnasi’s pending theft charge and the resulting organizational changes at Elite and Lattice. (Id. ¶ 153; see also id. ¶ 203, “Not knowing about Ronnasi’s criminal conduct or the sustained efforts to cover it up, and thus not having reason to believe that she was being taken advantage of, Crawford again fell victim to the false and misleading statements and stayed invested in the [restructured] [Dynamic] Absolute Return Fund.”). Crawford also alleges that ACA did not investigate Ronnasi’s investment recommendations and failed to alert Crawford that her investments in the Alpha Fund were a mismatch with her conservative investment objectives as a reti

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