Jones v. H.F. Ahmanson & Co.

1 Cal.3d 93, 81 Cal.Rptr. 592, 460 P.2d 464 (1969)


Association has been owned by its depositors, who with borrowing members, elected the board of directors. No one depositor had sufficient voting power to control the Association. The Association has issued 6,568 shares of stock, and no other stock has been issued. Of these shares, 987 were purchased by depositors pursuant to warrants issued in proportion to the amount of their deposits. P was among these purchasers. Shares allotted to the unexercised warrants were given to the chairman who resold them to Ds. The stockholders had the right to elect a majority of the directors. The Association kept the majority of its earnings in a tax-free reserve which increased outstanding share value. The shares were not actively traded. By June 1962, Association's stocks were not among most traded. Ds determined to create a mechanism by which they could participate in the profit taking by attracting investors interest in the Association. United was incorporated by all of the Ds except, Thatcher. On May 14, pursuant to a prior agreement, certain Ass. stockholders who among them owned a majority of the stock exchanged their shares for those of United, receiving a derived block of 250 United shares for each Ass. share. After that United held 85% of Ass stock. The first public offering of United stock was made in June of 1960. To attract investors. 60,000 units were offered, each of which comprised two shares of United stock and one $100, 5% interest-bearing, subordinated, convertible debenture bond. To obtain the permit for the sale, United represented that the financial reserve requirement for debenture repayment established by Commissioner's Rules 480 sub (a) and 486 would be met by causing the Ass. to liquidate its income-producing assets for cash that the Ass would the redistribute to United to service and retire the bonds. A public offering of 50,000 shares of United with secondary offering of 600,000 shares of the derived stock by the original investors was made in February 1961 for a total price of $15,275,000. The Ds sold 568,190 shares of derived stock in this secondary offering. Shortly after the first offering of United shares, Ds caused United to offer to purchase up to 350 shares of Ass. Stock for $1,100 per share. The book value of each of these shares was $1,411.57 and earnings were $301.15 per share. In 1959 and 1969 extra dividends of $75 and $57 per shares have been paid by the Ass. But in December 1960, after the foregoing offer had been made, Ds caused the Ass.'s president to notify each minority stockholder by letter that no dividends other than the regular $4 per share annual dividend would be paid in the near future. The Ass. president was then a director of both the Ass. and United. D then proposed an exchange of United shares for Ass. shares. Under this proposal each minority stockholder would have received approximately 51 United shares of a total value of $2,400 for each Ass. share. When the application for a permit was filed the value of the derived blocks of United shares received by Ds in initial exchange had risen to approximately $8,800. The book value of Ass. stock was in excess of $1,700 per share, and the shares were earning at an annual rate of $615 per share. Each block of United had a book value of $210 and earnings of $134 per year, 85% of which reflected Ass earnings. P and other minority stockholders objected to the proposed exchange, contending that the plan was not fair, just and equitable. Ds then asked the Commissioner to abandon the application. P contends that by this actions Ds breached the fiduciary duty owed by majority or controlling shareholders to minority shareholders. 

P appeals from a judgment entered for Ds after an order sustaining Ds' general and special demurrers to her third amended complaint without leave to amend. Ds have filed a protective cross-appeal.