Northeast Harbor Golf Club, Inc. v. Harris

661 A.2d 1146 (1995)


Harris (D) was president of Northeast Harbor Golf Club, INC. (P) from 1971 until 1990 when she was asked to resign. In 1979, a real estate broker contacted D about three noncontiguous parcels located among the fairways of the golf course as he believed from the right of ways and easements associated with the properties that P would be interested in purchasing them. D immediately agreed to purchase the properties in her own name. D never informed P of the opportunity prior to her purchase. D then informed P at a board meeting that she had purchased the property and would hold it in her name and that P would be protected. The board took no action. In 1984, D learned of another property that was for sale that abutted P and D purchased that property in 1985. D told the board subsequent to the purchase and that she had no present plans to develop the property. No formal action was taken by the board. In 1990, D paid $275,000 for a lot and building separating her 1985 purchase from the road. D began an extensive plan to develop her purchases, and the board began to become concerned over those plans but did not oppose them initially as a board but did so individually. In 1990, these concerns came to a head and D was asked to resign. P sued D for a violation of the corporate opportunity doctrine. The court found that P was, for the most part, unable to buy the properties but that it had engaged in fundraising from time to time. The court found that D had not usurped a corporate opportunity because the acquisition of real estate was not in P's line of business. P appealed.