Belio

Plaintiff and appellant Axel Belio (Belio) appeals a judgment following a grant of summary adjudication in favor of defendant and respondent Panorama Optics, Inc. (Panorama).

The issue presented is whether Panorama properly negated Belio’s action for involuntary dissolution of the corporation.

We conclude Belio is not entitled to involuntary dissolution pursuant to Corporations Code section 1800, subdivision (b)(3). That provision requires both internal dissension and shareholder deadlock. Here, while there is internal dissension, there is no shareholder deadlock because the sole other shareholder owns 54 percent of the shares and there was no showing that a simple majority vote is insufficient for the corporation to conduct its business.

However, the issue of whether Belio is entitled to involuntary dissolution on the ground it is reasonably necessary to protect his interest (§ 1800, subd. (b)(5)) remains to be determined. The judgment therefore is reversed.

Factual and Procedural Background

On May 22, 1991, Belio filed an operative first amended complaint against Panorama, as well as his brother Larry Belio (Larry), Richard Thomas and Vicki Howard in their…