Jones v. H. F. Ahmanson & Co

In Jones v. H. F. Ahmanson & Co. (1969) 1 Cal.3d 93, 108, 81 Cal. Rptr. 592, 460 P.2d 464, the leading California case on the duties of majority shareholders, the class action complaint alleged that the majority stockholders of a savings and loan association (S&L) created another corporation, with which they exchanged their stock, and which encumbered or liquidated the S&L's assets to service bonds that funded a distribution to the defendants. Thereafter, the defendants caused the S&L to diminish its dividends by over 90 percent. Defendants offered to allow the minority to exchange their S&L stock for shares of the new corporation with a substantially lesser value than defendants'. The plaintiff alleged that the majority had breached their fiduciary duties to the minority, by using their control of the S&L to their advantage and the minority's detriment. Reversing the sustaining of a demurrer, the Supreme Court stated in part: "It is clear from the stipulated facts and plaintiff's allegations that she does not seek to recover on behalf of the corporation for injury done to the corporation by defendants. Although she does allege that the value of her stock has been diminished by defendants' actions, she does not contend that the diminished value reflects an injury to the corporation and resultant depreciation in the value of the stock. Thus the gravamen of her cause of action is injury to herself and the other minority stockholders." ( Jones, supra, 1 Cal.3d at p. 107.) The court rejected the notion that an individual action required unique injury, different from that to other shareholders. (Ibid.) On the merits, the court observed that the majority "chose a course of action in which they used their control of the Association to obtain an advantage not made available to all stockholders. They did so without regard to the resulting detriment to the minority stockholders . . . ." ( Id. at p. 114.) "The course defendants chose affected the minority stockholders with no less finality than does dissolution citation and demands no less concern for minority interests." ( Id. at p. 115.)