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Lewis Rosenthal, the patriarch of the Rosenthal family, established a large real estate and business complex in Maine. Beginning in the mid-1950s, his sons, D and P, assisted in the development of the family's many enterprises. P began working with his father after high school and a stint in the military. D went on to Colby College and Harvard Business School before he started working in the family business. The family started in textiles, but had branched out into real estate and the ownership and operation of shopping malls and hotels. The family created a considerable number of closely held corporations, for the most part completely owned by family members. The most successful of their corporations was Bo-ed, Inc., which owned and operated the Holiday Inn at Cooks Corner in Brunswick. Unlike most of their corporations, Lewis played no direct role in that business -- P and D each held a 50% interest in its 100 shares of stock until 1972, when D transferred one share to his wife Rona (D). Thereafter, Bo-ed's three shareholders comprised its board of directors. The family owned extensive real estate, which they placed in trusts, with some family members serving as trustees, and others, including grandchildren, being beneficiaries. The family corporations then leased real estate from those trusts. One of the family corporations acted as a management company. It paid salaries to family members for work they performed in any of the family businesses and also billed the individual entities for services provided to them by the other family businesses. In keeping with the family's long-standing policy of maximum business growth through extensive borrowing against their real estate, little money was paid out to the family in the form of profits. The family members entered into an agreement in November 1976 that attempted to set forth a policy on reinvestment and payment of profits that would please all of the principal actors. Things between P and D had turned acrimonious. Shortly thereafter, P, who had to borrow money from a bank to pay personal taxes, drew $105,000 as a loan from Bo-ed, for the purpose of covering his earlier personal bank loan and paying his future taxes. Ds at a Bo-ed directors meeting in August 1978 voted to require two signatures instead of one on all future Bo-ed checks and to compel P to repay the money he had withdrawn from Bo-ed. P had had enough and decided to sell his entire interest in the Rosenthal enterprises. P agreed to sell to the family his full interest in all the Rosenthal businesses in exchange for cash payments and other benefits, including the family's commitment to pay all of P's taxes arising out of the transaction. The total consideration received by Theodore under the agreement was estimated to be $1.4 million. In 1983, there was a dispute about whether the family had fully paid all of P's tax liabilities arising from the 1979 sale; P filed this suit. Three claims went to the jury: that D had wrongfully interfered with P's advantageous business relations in the family enterprises, that he had violated a confidential relationship with P, and that Ds had violated their fiduciary obligations to P in the context of the Rosenthal family businesses. P claimed that Ds, through their breach of fiduciary obligations to him, improperly forced him out of the family businesses and that he sold his share of those businesses at an unfairly low price. Ds claimed the March 1979 agreement constituted a full accord and satisfaction of all the claims P was asserting. The jury found that the agreement did not constitute an accord and satisfaction, that Ds had violated their fiduciary obligations toward P, and that D had abused a confidential relationship with P. The jury awarded P $2,800,001 in damages. Ds appealed.

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