jones v. h.f. ahmanson & company, 1 cal 3d 93, 460 p2d 464 course hero

2 the court ordered that the appraisal of plaintiffs' shares be conducted by three commissioners, with plaintiffs selecting one of the commissioners, intervener Brown selecting the second, and the third being chosen by the first two.

1 The motion was granted and, under the authority of former Corporations Code section 4659, fn. After Allied had answered plaintiffs' complaint, intervener Brown filed a complaint in intervention, praying that plaintiffs' request for involuntary dissolution be denied or, in the alternative, that he be permitted to purchase plaintiffs' shares at their fair market value.Īfter negotiations between the parties failed to produce an agreement as to the value of plaintiffs' shares, intervener Brown noticed a motion to stay the proceedings and to have the court ascertain the value of the minority shares pursuant to the provisions of former Corporations Code section 4658. Plaintiffs' complaint for involuntary dissolution charged intervener Brown with various acts of fraud and unfairness toward them, including inter alia his establishment of a business to compete with Allied's, his failure to cause the corporation to pay dividends, and his taking of excessive salary as president of Allied. The other 51 shares were owned by plaintiffs' brother and the president of Allied, Gerald B. At the time, plaintiffs owned between them 49 of the 100 outstanding shares of Allied. (Allied), a closely held California corporation engaged in the business of manufacturing corrugated cardboard containers and boxes. Plaintiffs initiated this action in October 1975 by filing a complaint for the involuntary dissolution of defendant Allied Corrugated Box Company, Inc. Brown and Wallis Brown, Jr., appeal from a judgment of the trial court confirming a valuation appraisal of plaintiffs' minority shares in a corporation, which shares were to be purchased by the majority shareholder for the purpose of preventing the involuntary dissolution of the corporation. No appearance for Defendant and Respondent.ĭunne, Gaston & Foster, Dunne & Gaston, Robert A. Dill and Scott Showler for Plaintiffs and Appellants. (Opinion by Klein, P.J., with Allport and Potter, JJ., concurring.)ĭill & Showler, Fred H.

ALLIED CORRUGATED BOX COMPANY, INC., Defendant and Respondent GERALD B. BROWN et al., Plaintiffs and Appellants, v.

Jones v. h.f. ahmanson & company, 1 cal 3d 93, 460 p2d 464 course hero