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Business Assoctiations Keyed to Gabalson, 3rd Ed.
Goodwin v. Agassiz
Citation:
186 N.E. 659 (1933)Facts
Goodwin owned shares in Cliff Mining Company, where Agassiz served as president and director while MacNaughton was a director and general manager. In March 1926, a geologist formulated a theory about possible copper deposits in the region where the company’s property was located. The defendants discussed this theory and believed it had value worth testing. They agreed to keep the theory confidential while securing options on adjacent land through another company where they served as officers. They also believed the stock price would increase if the theory had merit. In May 1926, the company completed and ended unsuccessful exploratory operations that had begun in 1925. After reading about these closed operations in a newspaper on May 15, 1926, Goodwin immediately sold his shares through brokers on the Boston stock exchange. The defendants purchased these shares through agents without knowing they belonged to Goodwin, and Goodwin did not know the defendants were the buyers. The trial court found no fraud or breach of duty by the defendants toward the company.
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