Bohlken

Anmaco, Inc., a California corporation, and Mark J. Pearl-man appeal from a judgment dismissing their action against William T. Bohlken and from a subsequent award of attorney fees. We affirm the judgment and order.

Procedural and Factual Background

Pearlman and Bohlken are the sole directors of Anmaco and each owns 50 percent of that corporation’s shares. On November 23, 1987, Pearlman filed an unverified complaint against Bohlken, with Pearlman and Anmaco named as plaintiffs. The first through the ninth causes of action alleged various wrongs committed by Bohlken against the corporation. The tenth cause of action requested appointment of a receiver. The eleventh cause of action was for an accounting. The twelfth cause of action concerned breach of the fiduciary duty allegedly owed by a 50 percent shareholder to the other 50 percent shareholder. The thirteenth cause of action was for breach of a shareholders’ agreement as it applied to the interest of Pearlman. The fourteenth, and final, cause of action requested removal of Bohlken as a director or appointment of a provisional director. The prayer sought over $1 million in damages, injunctive relief, and other relief…