Corporations Code Section 200 Is Silent On Costs, But CCP §§ 1032/1-33.5 Do Allow For Recovery.
In Allal v. Halvas, Case No. B248675 (2d Dist., Div. 8 Nov. 7, 2014) (unpublished), defendants majority shareholder and corporation prevailed in a dissolution suit after invoking Corporations Code 200’s appraisal buy-out remedy, with plaintiff only receiving $500 after offsets for loans to plaintiff and after rejection of plaintiff’s salary claims. The lower court eventually awarded defendants $47,762.17 in costs for appraisal expenses, about half of their costs request.
The merits and costs challenges were dispatched on appeal.
Agreeing that Corporations Code section 200 was silent on costs, the appellate court did find costs entitlement under Code of Civil Procedures 1032/1033.5, with section 1033.5(a)(3), (8) allowing for recovery of court-ordered experts and related depositions as to the appraisers. Ordering that plaintiff bear one-half of apportioned appraisal costs was no abuse of discretion. In a footnote, the appellate court also observed that a predecessor statute to Corporations Code section 200 did allow for costs recovery. (Merlino v. Fresno Macaroni Mfg. Co., 74 Cal.App.2d 120, 124 (1946).)