Neubauer

A minority shareholder in a closely held corporation brought this action against the corporation, its directors and majority shareholders, alleging breach of fiduciary duty, fraud, negligence and false statements in the purchase of securities in violation of Corporations Code section 25401. The complaint also charged the president and chief executive officer of the corporation with breach of an oral contract. The trial court granted summary adjudication to the defendants on all but the breach of contract cause of action and denied the plaintiff’s motion to amend his complaint. After plaintiff dismissed his breach of contract cause of action the trial court entered judgment for the defendants on the remaining causes of action based on the previous summary adjudication.

We reverse the judgment in favor of defendants Andrew and Steven Goldfarb on the first four causes of action and otherwise affirm.

Facts and Proceedings Below

In 1989, plaintiff Walter J. Neubauer and the Neubauer Family Trust (Neubauer) purchased 40 percent of the shares of HCC Industries, Inc. (HCC), for approximately $1 million. The remaining 60 percent of the corporation was owned by Andrew Goldfarb,…