Helzel

This case poses procedural questions arising from application of California’s arbitration statute (Code Civ. Proc., § 1280 et seq.) to a stock purchase agreement containing a two-phase procedure for the appraisal of corporate shares. Phase one called for separate ap praisals by two designated appraisers. If the disparity between their two appraisals was less than 20 percent, then the purchase price was to be the mean between them. But if, as was the situation here, the disparity was greater and the parties were unable to arrive at an agreement within ten days, then those two appraisers were to appoint a third, and the purchase price was to be determined on the basis of the third appraisal or the mean between the first two appraisals, whichever was the greater.

Petitioners are the sellers under that agreement, and by a petition to compel arbitration in the trial court (§ 1281.2) they sought to compel the buyers to proceed with appraisal by a third appraiser under phase two. Real parties in interest are the buyers, and by action for declaratory and injunctive relief in the trial court they sought to avoid phase two on the ground that the phase one appraisers did not do…