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The directors of South Parkway Building Corp. (D) entered the corporation into a real estate deal involving another corporation (the case does not name the other corporation). The deal involved a lease of a 3-story commercial building in Chicago. Three of the six directors (Ds) had a stake in the other corporation and therefore engaged in a self-dealing transaction. Sclensky (P), a shareholder, sued the directors and alleged that the transaction was unfair and not in the best interest of the corporation. P also alleged that Ds breached their fiduciary duty of loyalty to the corporation and should be ordered to do an accounting for the benefit of all shareholders.

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