Rifkin v. Steele Platt

824 P.2d 32 (1991)

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Nature of the Case

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Facts

This matter involves the sale of the controlling shares of the corporation, which owns a restaurant of the same name located in the Tivoli Shopping Center. Ps include the corporation and its present principal shareholders, Rifkin, Kernis and Kortz (buyers). Ps and Ds executed a Stock Purchase Agreement to effectuate the sale of the corporation. After closing, the Ps discovered inaccuracies in financial representations made in the agreement. Consequently, they filed suit against Ds asserting claims of breach of contract, breach of good faith, breach of fiduciary duty, and unjust enrichment. The complaint alleged that Platt, as officer and director, had misappropriated funds from it and that certain assets on the balance sheet were actually owned by Platt or other entities that he controlled. Ds counterclaim seeking rescission of the agreement. After a trial, a judgment was entered in favor of the Ps on the breach of contract claim and in favor of the corporation on the breach of fiduciary duty. The court also awarded attorney fees pursuant to the agreement.