ROBERT F. BROZ and RFB CELLULAR, INC., Defendants Below, Appellants, v. CELLULAR INFORMATION SYSTEMS, INC., a Delaware Corporation, Plaintiff Below, Appellee., 673 A.2d 148

Summary

After appellant corporate director purchased a cellular telephone service license for the benefit of appellant corporation, appellee corporation brought an action against appellants that sought equitable relief on the grounds that the purchase constituted a usurpation of a corporate opportunity that allegedly belonged to appellee. The trial court ruled in favor of appellee and imposed a constructive trust against the agreement, and appellant sought review. On appeal, the court held that the lower court erred as a matter of law when it held that appellant corporate director had a duty to formally present the purchase opportunity to appellee's board. The court also held that the trial court erred in its application of the corporate opportunity doctrine under the facts of the case, where appellee had no interest or financial ability to acquire the opportunity. The court held that appellant corporate director was not required to consider the contingent and uncertain plans of a third party ...