Partridge

Facts The Independent publishes a newspaper, the Santa Barbara Independent. Appellant owned 1,530 shares, 51 percent of the total outstanding shares. The remaining 49 percent (1,470 shares) was divided equally among three shareholders: respondent, Richard Parker, and Richard Grand-Jean (the minority shareholders). Appellant was the publisher of the newspaper. Respondent was the editor-in-chief of the newspaper and secretary of the corporation. On November 10, 2009, appellant gave notice to the Independent and the minority shareholders of his "intention" to sell all of his shares to Southland Publishing (Southland) pursuant to an offer dated November 4, 2009. The offer was attached to appellant's notice. The offer stated that Southland would purchase the Independent for $2.7 million, "plus or minus a true-up of 'Net Cash, Receivables and Payables.' " The "true-up" was explained as follows: "To the extent that [the Independent's] 'Net Cash, Receivables and Payables' at Closing is [sic] more or less than $700,000, the difference will be added or subtracted to the final payment due 1 year following the Closing. . . . [F]or example, if the true-up reveals…