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

Transamerica made an offer to Smith (D) to purchase from D all of his outstanding capital stock in the bank that he was president and director of. Book value of the stock was $200 per share. Actual sales of stock were made at $160 and $170 per share when this conversation took place. Transamerica then proceeded to deal with the minority stockholders and offered them $220 per share and telling at least some of them that if D were to get a higher price they would too. No minority shareholders asked D what he was going to get for his stock. There was in fact, for the most part, no communication between D and the minority shareholders. They acted freely and of their own volition. When the minority sales were finished, D then tendered his shares at $460 per share. Ps, of course, sued D. The trial court ruled for D and P appealed.

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