Stumpf

C. E. Stumpf & Sons, Inc. appeals from a judgment decreeing its dissolution under Corporations Code section 4650. The court found, on substantial evidence, that in 1969 appellant corporation was formed to conduct a masonry and general contracting business. The corporation was wholly owned in equal shares by C. G. Stumpf, Sr. and his two sons, who had previously operated the same business as partners. In 1972, as a result of a managerial dispute, plaintiff-respondent Donald Stumpf, one of the sons, ceased to be employed by the corporation. Thereafter, respondent was removed as an officer of the corporation; he has neither attempted to return nor has he been asked to return to any active status in the family business.

The corporation has never paid dividends. Instead, profits have been invested in rental real properties held by the corporation. However, the court also found that, after termination of respondent’s active participation in the business, his father and brother had not committed any abuse of authority or displayed persistent unfairness toward respondent.

Appellant argues that Corporations Code section 4651, subdivision (f), as applied to these facts, does not…