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Goodwin v. Agassiz

Supreme Judicial Court of Massachusetts

186 N.E. 659 (Mass. 1933)

Relevant factsFree

Directors Agassiz and MacNaughton (defendants) of Cliff Mining learned of an unproven geologist's theory about copper deposits on company land but did not disclose it before Goodwin (plaintiff), unaware of the theory, sold his Cliff stock anonymously through a broker on the exchange, where the defendants happened to be the ultimate buyers. Goodwin sued for the defendants' nondisclosure, though it was undisputed the nondisclosure didn't harm the corporation itself; the trial court dismissed his complaint.

IssueFree

Whether a corporation's directors occupy the position of trustees toward individual stockholders in the corporation.

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