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Three Lash brothers owned all of the voting stock of D in equal shares. Ralph (D) was one of the shareholders in D and operated it. Wallace owned a third, but had severed all Vermont connections and moved to New York City. P ran the Burlington operation along with still another brother who had nothing to do with this litigation. A corporate by-law required that any stock sold be first offered to the corporation at the proposed price. Wallace decided to sell and offered D the stock. D rejected the opportunity to purchase. Each brother had four voting shares. Wallace, as seller, did not vote. Ralph (D) voted against purchase of the stock by the corporation, and P voted in favor of accepting the offer. The transaction was not authorized and was lost to the corporation. In June 1967, Ralph (D) bought Wallace’s stock, giving him effective control of the Barre corporation with two-thirds of the voting stock. Ralph (D) transferred a voting share to his wife, Betty, and she became a director, succeeding Wallace. P sued to reverse that acquisition of Wallace's stock. The chancellor found that the facts supported a determination that Ralph's (D) fiduciary duty toward D barred him from retaining his rights to the purchased shares of stock. A judgment order issued allowing some claims of P and ordering payment to D, and denying others. It also directed the assignment of the controverted stock to D, in return for reimbursement to Ralph (D). Both sides have appealed. Ralph (D) disputes this ruling, claiming that there is nothing by way of fiduciary duty, without more, that precludes officers and directors from buying and selling stock in the corporation which they direct or manage.

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