Allal

BACKGROUND

To resolve plaintiff’s claims, we find it necessary to describe at considerable length the procedural history and evidence before the court in relation to the confirmation of the appraisal.

I. Procedural History

On January 21, 2011, plaintiff sued defendants by verified complaint for involuntary dissolution, seeking annual reports and financial statements, and also stating a cause of action for breach of fiduciary duty. Plaintiff alleged he and Halvas were close personal friends in the 1980’s, and that Halvas later became his personal accountant. Plaintiff acquired the rights to “smart card” technology in 1992, and formed Innovative Smart Card Technologies Ltd. in 1993 to market the technology. In 1996, plaintiff and Halvas became business partners, and formed a new entity, defendant SCI, to sell the smart card technology. According to plaintiff, he was not paid a salary because the business was not profitable, even though he worked for SCI on a full time basis until 2008. To raise capital for the business, in 1999, plaintiff sold 5 percent of his stock to “California Plastic Ins.” In 2004, plaintiff sold additional shares of his stock in the business to other…