Abrams v. Abrams Rubaloff & Associates, Inc.

114 Cal.App.3d 240 (1980)

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Nature of the Case

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Facts

Abrams and Rubaloff each owned 50% of the corporation's shares (Abrams-Rubaloff & Associates, Inc). Abrams filed for a certification of election to dissolve the corporation on January 25, 1977. Abrams also filed a petition with the court to invoke supervision of the voluntary dissolution. On February 22, 1977, Rubaloff and the corporation terminated Abrams' employment and delivered to Abrams an election to avoid dissolution by purchasing his shares pursuant to section 2000 of the Corporations Code. The election did not specify whether Rubaloff or the corporation would be the purchaser. The court then took control, set the bond amount, appointed three appraisers. In May 1978, the joint appraiser transmitted to counsel his valuation of Abrams' shares at $355,000. Another appraiser sent his appraisal that agreed with the first. Abrams' moved the court for an order confirming the evaluation. The third appraiser came in at $139,750. The trial court affirmed the $355,000 amount and ordered Rubaloff to file an election indicating which of them would purchase Abrams' stock and to make payment by January 15, 1979 absent which the corporation would be wound up and dissolved. This appeal resulted.