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Stanley (D) and Sturgis (D) are the majority shareholders of Remillard-Dandini (D). Ds formed Remillard-Dandini Sales Corp. to act as a seller for the products made by Remillard-Dandini. Ds did this by entering Remillard-Dandini into a sales contract with Remillard-Dandini Sales Corp. This contract farmed out the sales side of the business to the newly formed Remillard Dandini Sales Corp., stripping Remillard-Dandini of the revenue that it would have received via those sales. Plaintiffs (P) are minority shareholders of Remillard-Dandini, and they claim that Stanley and Sturgis violated their fiduciary duty of loyalty to the corporation by entering into the sales contract at the expense of the corporation. Ds defend this only by asserting that they disclosed the sales contract to the minority shareholders before the deal was consummated.

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