William Radobenko and Mary G. Radobenko, His Wife, Individually and as Husband and Wife v. Automated Equipment Corporation, a California Corporation

This appeal is from an order granting appellees summary judgment in an action brought by appellants William and Mary Radobenko for breach of contract, fraud, breach of fiduciary duty, and other wrongful acts. We affirm.

I

In May of 1969, William Radobenko, a mechanical engineer, entered into stock and guaranty agreements with Kasper Instruments, Inc. (hereinafter Kasper) for the purpose of incorporating Automated Equipment Corporation (hereinafter AEC). Kasper, a California corporation, is engaged in the production of equipment designed to manufacture semiconductors and integrated circuits in the electronics industry. AEC, also a California corporation, was incorporated to engage in the same business as Kasper. Pursuant to an employment contract between Radobenko and AEC, Radobenko agreed to contribute his engineering and managerial skills to AEC as Vice-President and General Manager for a salary of not less than $24,000 a year.

By October of 1972, over three years after AEC began operation, it had never earned a profit. Kasper had advanced over $924,000 to AEC and increased its capital investment in AEC from an initial $50,000 to $160,000; during the same period…