Crowe v. Cosmic Technologies
Filed 3/2/06 Crowe v. Cosmic Technologies CA3
NOT TO BE PUBLISHED
California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b). This opinion has not been certified for publication or ordered published for purposes of rule 977.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
THIRD APPELLATE DISTRICT
(Sacramento)
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| KELLY CROWE, Plaintiff and Appellant, COSMIC TECHNOLOGIES CORPORATION, Plaintiff and Respondent, v. RAMA GOGINENI, Defendant and Respondent. | C048683
(Super. Ct. No. 03AS06068)
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Plaintiff Kelly Crowe brought this action pursuant to Corporations Code section 709[1] to challenge defendant Rama Gogineni's status as the sole director of plaintiff Cosmic Technologies Corporation (the corporation).[2] The trial court entered judgment in favor of defendant Gogineni.
On appeal, the plaintiff renews his efforts to obtain judicial intervention in the governance of the corporation. He also challenges certain discovery rulings. We shall vacate an award of sanctions and otherwise affirm.
Facts
The parties testified and submitted documents in a trial to the court. In light of the trial court's ruling, there are only a few relevant facts. We have resolved any disputed facts or inferences in favor of the judgment. (Kuhn v. Department of General Services (1994) 22 Cal.App.4th 1627, 1632-1633.)
The defendant formed the corporation in 1997, issuing himself 1,000 shares of stock. He was the sole incorporator, shareholder, director, and officer. The defendant met the plaintiff in 1999, and in February 2000 the parties executed an agreement under which the plaintiff purchased 800 shares of stock for $800 and held an option to purchase 400 more shares (with the defendant's consent). The defendant increased his holdings to 1,200 shares. Regardless of their stock holdings, the parties agreed to an equal division of any corporate profits.
In acquiring the stock, the plaintiff agreed the defendant would continue as the sole corporate director and officer, and would always be the majority stockholder. The defendant was a naturalized citizen of South Asian origin. This would make the corporation eligible for government contracts set aside for â€
