Overview

HOLDINGS: [1]-Under the parol evidence rule, evidence of what defendant, a founding shareholder in a Norway salmon business, told the other founding shareholders about the treasury shares at issue was admissible to prove fraud, Code Civ. Proc., § 1856, subd. (g), because it showed that the other shareholders had entirely different understandings about the meaning of the shareholder agreements based on allegedly fraudulent misrepresentations; [2]-The evidence was sufficient to support a verdict on breach of fiduciary duty because it showed that defendant misrepresented that the carrier required him to be majority shareholder, thus persuading the other shareholders to give him additional shares, and then acted as if the shares were his personally and refused to return them; [3]-Nonsuit was properly granted for defendant’s fiancée on claims of conversion and civil conspiracy.