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3395 A corporate director acting reasonably and in good faith has not breached a fiduciary duty, although his/her failure to obtain majority approval of shareholders as required by the shareholders' agreement may be a breach of a contractual duty; a party receiving a net judgment is the prevailing party and so is not liable for contractual attorney fees, but may be liable for post-offer attorney fees under CCP 998.CitationBIREN v EQUALITY (Director’s Duty) 102 CA4 125 [See: Barnes v State Farm 16 CA4 365; Scott v Blount 20 C4 1103, T/AT 8/99; Lee v Interins Exch 50 CA4 694]
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