Civil Conspiracy and Aiding and Abetting in California Business Disputes

Last updated: November 2026

Civil conspiracy in California is not a separate cause of action. It is a doctrine that makes everyone who agreed to a wrongful plan liable for the tort that a co-conspirator actually committed. Aiding and abetting works the same way for someone who knowingly gave substantial assistance to a wrongdoer. For a California business, these theories are how you reach the partner's spouse, the outside accountant, or the new employer who helped a fiduciary take what was not theirs. Kolmogorov Law, P.C. handles these claims in Orange County and Los Angeles.

Call (909) 235-6116 or contact us online to discuss a wrong that involved more than one person.

Civil conspiracy is a theory of liability, not a claim

The California Supreme Court has put it plainly: conspiracy is not a cause of action. It is "a legal doctrine that imposes liability on persons who, although not actually committing a tort themselves, share with the immediate tortfeasors a common plan or design in its perpetration," and each participant answers as a joint tortfeasor. (Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, 511.)

Three consequences follow. First, there must be an actual tort. A conspiracy to do something that is not independently wrongful is not actionable. Second, the alleged conspirator must have been capable of committing the underlying tort, meaning he owed the plaintiff the duty that was breached. Third, if the underlying tort fails, the conspiracy claim falls with it.

In practice we plead conspiracy as an allegation within the fraud, fiduciary duty, or conversion count rather than as a freestanding cause of action.

What you must prove

For conspiracy: an agreement between two or more persons to commit a wrongful act, an act done in furtherance of that agreement, and resulting damage. The agreement need not be written or even spoken. It is usually inferred from conduct, timing, and who benefited.

For aiding and abetting: the defendant knew the primary wrongdoer's conduct was a breach of duty, and gave substantial assistance or encouragement to it. Knowledge is the hard element. Vague suspicion is not enough.

The two theories overlap. Conspiracy requires an agreement; aiding and abetting requires knowing, substantial assistance. We usually plead both.

How it comes up for business owners

A managing member of an LLC diverts company receivables to a new entity. His spouse is the new entity's sole officer and signs the bank paperwork. The spouse owed the LLC no fiduciary duty, but she knew what the receivables were and whose they were. That is aiding and abetting a breach of fiduciary duty, and depending on the evidence, conspiracy to convert the funds. Our fiduciary duty guide covers the underlying breach.

A departing sales director downloads the customer list and joins a competitor. The competitor's owner told him to bring it. The competitor is a stranger to the employment relationship, but knowing participation in the misappropriation makes it liable alongside the employee.

An outside bookkeeper helps a partner conceal distributions by recoding them as vendor payments. The bookkeeper took no money. He knew the entries were false and that they hid the partner's conduct from the other owners. That is substantial assistance. Our page on what to do when a business partner steals covers the immediate steps.

Who cannot be reached this way

Two limits trip up plaintiffs regularly.

A party to a contract cannot be sued for conspiring to interfere with its own contract. The Supreme Court held that a contracting party owes no tort duty not to interfere with its own agreement, and that conspiracy cannot create a duty that does not otherwise exist. (Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, 514.) The remedy against the breaching party is contract damages. Our page on tortious interference explains the claim against the outsider who induced the breach.

Agents and employees acting within the scope of their roles generally cannot conspire with their own principal. A corporation's officers acting for the corporation are the corporation, not co-conspirators with it. The exception is an agent acting for personal advantage rather than the company's.

A third limit protects lawyers. A conspiracy claim against an attorney based on representing a client in a dispute cannot be filed unless the court first finds, on a verified petition, a reasonable probability of prevailing. (Civ. Code, § 1714.10, subd. (a).) The requirement does not apply where the attorney owed the plaintiff an independent duty or acted for personal financial gain. (Civ. Code, § 1714.10, subd. (c).)

Why these theories matter: damages and collection

Conspiracy and aiding and abetting make each participant jointly liable for the full loss. That matters when the primary wrongdoer has spent the money and the helper has not. It also brings punitive damages into play against the helper, because the underlying tort, whether fraud or breach of fiduciary duty, supports them on clear and convincing proof of oppression, fraud, or malice. (Civ. Code, § 3294, subd. (a).)

The limitations period is the period for the underlying tort. There is no separate conspiracy clock. Where a fiduciary misled the plaintiff without intent, the related constructive fraud theory may also apply.

What we do, and where these cases are heard

We map the participants early, because the point of these theories is to reach people and entities beyond the obvious defendant. Bank records, entity filings, and email threads usually show who knew what. We then plead the underlying tort with the specificity California requires and add the conspiracy and aiding and abetting allegations to each count they support.

We also defend these claims, which are often pleaded against professionals and affiliates on thin knowledge allegations. A demurrer aimed at the knowledge element is frequently the right first move.

Cases are heard in the Superior Court: for Orange County, the Central Justice Center in Santa Ana; for Los Angeles, the Stanley Mosk Courthouse. Cases with federal claims or out-of-state parties may be in the Central District of California. The business fraud hub describes the broader practice.

What to bring to the first meeting

A list of everyone involved, including people who seem peripheral. The documents showing the primary wrong: the diverted payments, the copied files, the false entries. Any communications between the primary wrongdoer and the people who helped. Entity records for any company the wrongdoer formed or used. And a short account of what each person stood to gain.

Frequently asked questions

Is civil conspiracy a cause of action in California?

No. It is a doctrine that extends liability for an underlying tort to everyone who agreed to the plan. You must prove an actual tort, such as fraud, conversion, or breach of fiduciary duty, and then show the agreement and an act in furtherance of it. Without the underlying tort, the conspiracy allegation fails.

What is aiding and abetting breach of fiduciary duty?

It is liability for a person who knew that a fiduciary, such as a partner, LLC manager, or officer, was breaching a duty and who gave substantial assistance to the breach. The helper need not owe a fiduciary duty himself. Actual knowledge of the breach is required; a suspicion or a failure to investigate is not enough.

Can I sue someone who helped my partner steal from the company?

Often, yes. A spouse, a new business entity, a bookkeeper, or a buyer who knew the money or property was being taken in breach of duty and helped can be liable for aiding and abetting or conspiracy. Each is jointly responsible for the full loss, which matters when the partner cannot pay.

Can a company be sued for conspiring to breach its own contract?

No. The California Supreme Court held that a party to a contract cannot be liable in tort for conspiring to interfere with its own contract. The remedy against the breaching party is for breach of contract. A true outsider who induced the breach may be liable for interference, and that is a different claim.

Talk to a California business fraud attorney

If more than one person was involved in harming your business, or if your business has been named as a helper in someone else's dispute, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

This page provides general information about California law and is not legal advice. Outcomes depend on the underlying wrong, the facts, and the court.