Brown

Plaintiffs Weslie C. 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.

Statement of the Case

Plaintiffs initiated this action in October 1975 by filing a complaint for the involuntary dissolution of defendant Allied Corrugated Box Company, Inc. (Allied), a closely held California corporation engaged in the business of manufacturing corrugated cardboard containers and boxes. At the time, plaintiffs owned between them 49 of the 100 outstanding shares of Allied. The other 51 shares were owned by plaintiffs’ brother and the president of Allied, Gerald B. Brown, the intervener herein.

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. After Allied had answered…