Esparza v. Kadam, Inc.

[304]

WHITE, P. J.

On March 7, 1958, plaintiff instituted this action for involuntary dissolution of defendant corporation. The relief prayed for was an order dissolving the corporation and winding up its affairs as provided by law and that a receiver be appointed to take charge of the assets and the business of the corporation pendente lite and for the purposes of winding the same up subject to the instructions of the court and for the sum of $2,385 with interest, the penalty provided for failure to pay earnings when due, for reasonable attorney fees, court costs and all other proper relief.

On April 16,1958, a cross-complaint was filed by defendants for accounting against plaintiff who was the director-manager of defendant corporation and for appraisal and sale of stock (Corp. Code, § 4658). The relief prayed for in said cross-complaint was that, after an accounting had been had, the cross-complainants have judgment against the cross-defendant for such moneys as may be found to exceed the value of the shares to which he is equitably entitled in the premises; that appraisers be appointed as provided in section 4659, Corporations Code, and that the cross-complainants be granted a decree requiring that the cross-defendant transfer such shares as he may be equitably entitled to, to the cross-complainants upon the crediting to him or payment to him of the amount to which he is shown by such accounting and appraisal to be equitably entitled to receive.

On January 13, 1959, pursuant to the provisions of section 4659, the court entered its decree confirming the award made by the commissioners duly appointed pursuant to the code section just cited, appraising the fair value of the shares of stock owned by plaintiff in defendant corporation in the sum of $7,456.70. The decree further awarded judgment for plaintiff and against defendant Dale H. Habberstad for the aforesaid sum, and against Travelers Indemnity Company for the included sum of $5,000; that the amount of the award, decree and judgment shall be paid and satisfied within thirty days from entry of decree; that on plaintiff receiving such payment or tender thereof, plaintiff shall transfer all of his shares in said corporation to defendant Dale H. Habberstad; that if payment is not made for the shares within the time specified, the defendant Kadam, Inc., shall be wound up and dissolved as provided by said Corporations Code, section 4659, and any other pertinent law, and the court may make orders and adjudge as to all matters concerning the winding up of the affairs of the corporation and upon completion of the