Goodwin v. Agassiz, Ma Sup. Jud. Ct.,

283 Mass 358, 186 N.E. 659 (1933)

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Nature of the Case

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Facts

Agassiz (D) was president and one of the directors of the Cliff Mining Company, which had not been very productive. D and other insiders had received a geologist's report indicating a strong possibility that one of their properties contained major copper deposits. Goodwin (P), thinking exploratory operations for the company a bust, sold his stock on the open stock exchange and D bought it anonymously. Copper deposits were found, and the stock consequently increased in value. There was no communication between the parties. P would not have sold his stock if he had known of the geologist's theory. P alleged D breached his fiduciary duty as a director by not disclosing the information. The trial judge ruled that there was no fiduciary relation requiring disclosure by Ds to P before buying his stock in the manner in which they did. P appealed.