Northeast Harbor Golf Club, Inc. v. Harris

Facts

Appellee was president of Appellant. Appellant’s major asset is was a golf course. The board occasionally discussed but always shied away from the possibility of developing some of Appellant’s real estate in order to raise money. Appellant, however, In 1979 a broker approached Appellee because of her position with Appellant about three parcels located among the fairways of the golf course, one of which was encumbered by an easement in favor of the Club. Appellee agreed to purchase the parcels in her own name. She informed the board at the annual meeting of her purchase and intentions and they took no action. In 1984, she learned of a parcel surrounded on three sides by the golf course that was available for purchase. She informed several members of the board of her intent to acquire the parcel and at the annual board meeting disclosed that she had purchased the property. The board took no formal action. In 1988, Appellee began to develop the property. The board became divided concerning the propriety of the development. Appellant filed a complaint against Appellee alleging that she breached her fiduciary duty in regard to the purchases. The trial court found that Appellee had not usurped a corporate opportunity because the acquisition was not in the Appellant’s line of business and because it lacked the financial ability to purchase the real estate at issue.