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Business Associations Keyed to Diamond, 6th Ed.
Broz v. Cellular Information Systems, Inc.
Citation:
673 A.2d 148 (1996)Facts
Robert Broz was both the President and sole stockholder of RFBC and a director of CIS, a competitor in the cellular telephone service business. CIS was aware of Broz’s relationship with RFBC. In May 1994, Broz was approached by Daniels & Associates about purchasing the Michigan-2 cellular license from Mackinac Cellular Corp. This opportunity was not offered to CIS, as Daniels did not consider CIS a viable purchaser due to its recent financial difficulties following bankruptcy. CIS had been divesting its cellular license holdings and was restricted by loan agreements from making new acquisitions.
Broz discussed his interest in Michigan-2 with CIS’s CEO Richard Treibick and other board members, who all indicated that CIS was not interested in the opportunity. During this period, PriCellular was attempting to acquire CIS through a tender offer, which faced financing difficulties and was not completed until November 23, 1994. PriCellular was also interested in Michigan-2 and obtained an option to purchase it. On November 14, 1994, Broz agreed to pay $7.2 million for the Michigan-2 license, outbidding PriCellular. Nine days later, PriCellular completed its acquisition of CIS and replaced its board members, including Broz. CIS then sued Broz, claiming he usurped a corporate opportunity.
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