This section contains the nature of the case and procedural background.

Agassiz (D) was president and one of the directors of the Cliff Mining Company, which had not been very productive. D and other insiders had received a geologist's report indicating a strong possibility that one of their properties contained major copper deposits. Goodwin (P), thinking exploratory operations for the company a bust, sold his stock on the open stock exchange and D bought it anonymously. Copper deposits were found, and the stock consequently increased in value. There was no communication between the parties. P would not have sold his stock if he had known of the geologist's theory. P alleged D breached his fiduciary duty as a director by not disclosing the information. The trial judge ruled that there was no fiduciary relation requiring disclosure by Ds to P before buying his stock in the manner in which they did. P appealed.

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