Sammis

Plaintiff Donald F. Sammis and defendant Robert Stafford formed a corporation in 1984. Approximately five years later, Sammis brought two actions against Stafford. First, he brought a shareholder’s derivative suit, alleging Stafford committed misconduct while he was president and majority shareholder. Second, he brought his own individual action, alleging Stafford committed fraud in inducing Sammis to transfer his majority shareholder position to Stafford. The actions were consolidated for trial; the parties waived jury.

After trial, the court entered judgment in Stafford’s favor on the fraud action. Sammis does not appeal from this ruling. The court entered judgment against Stafford on the shareholder’s derivative action, awarding Sammis $64,801. Sammis appeals from this ruling, contending the court erred in failing to award additional damages, principally the amount of Stafford’s annual salary and pension benefits from 1990 through 1992.

In the published portion of this opinion, we conclude Stafford’s conduct was properly ratified under Corporations Code section 310, subdivision (a)(3). In the unpublished portion of this opinion, we conclude substantial evidence…