Merner

MEMORANDUM *

Peter Merner appeals from the district court’s summary judgment and permanent *343 injunction barring him from selling his shares of Merner Land Company (Company) to any entity that mil cause the Company to lose its Subchapter S tax status.

In this diversity case, we must predict whether the California Supreme Court would conclude that Peter, a minority shareholder in a closely held corporation, owes a fiduciary duty to the majority shareholder, Carl, or the Company that prevents him from selling his shares to Catamount Operating and Funding Company, LLC (Catamount). Spear v. Wells Fargo Bank, N.A., 130 F.3d 857, 861 (9th Cir.1997). Although the California Supreme Court has not squarely addressed this issue, we conclude its reasoning in relevant cases is more consistent with the approach of the Delaware courts, see Nixon v. Blackwell, 626 A.2d 1366, 1380-81 (Del.1993) (en banc) (refusing to create special rules applicable in closely held corporations), than the approach followed in Massachusetts, see Donahue v. Rodd Electrotype Co., 367 Mass. 578 , 328 N.E.2d 505 , 515 & n. 17 (1975) (comparing a close corporation to a partnership and holding that “stockholders in…