ZIDELL V. ZIDELL, INC.
560 P.2d 1086 (1977)
NATURE OF THE CASE: This was a dispute over the purchase of shares.
FACTS: Arnold Zidell (P) and Emery Zidell (D1) each controlled 37.5% of the shares in the
Zidell Corporations. Jack Rosenfeld (D2) had a 25% interest and therefore his interests were
key to the control of the Corporations. During 1971, P asked Rosenfeld if he would be
interested in selling his stock to Zidell Corporations and the answer was yes. P reported
this to D1. D1 then went to Rosenfeld and began negotiations for the personal purchase of
some of Rosenfeld's shares. The purchase was completed in 1972. P then sued derivatively on
behalf of the Corporations for a decree directing those who purchased shares from Rosenfeld
to transfer them at cost to the Corporations as they had usurped a corporate opportunity.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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