Goodwin v. Agassiz Case Brief Summary | Law Case Explained
Get more case briefs explained with Quimbee. Quimbee has over 16,300 case briefs (and counting) keyed to 223 casebooks ► https://www.quimbee.com/case-briefs-o... Goodwin v. Agassiz | 186 N.E. 659 (1933) Under the common-law, a corporate director wasn’t required to disclose secret information to shareholders prior to purchasing their shares of stock. However, under the special circumstances or facts doctrine, some states require a director to disclose secret information in a private stock sale when the director possesses special knowledge of future plans or secret resources affecting the stock’s price. In the 1933 case Goodwin versus Agassiz, the Supreme Judicial Court of Massachusetts considered whether this doctrine also applies to a public purchase of stock. Homer Goodwin owned seven hundred shares of stock in the Cliff Mining Company, a publicly traded corporation involved in the business of copper mining. At the time, Rodolphe Agassiz and James MacNaughton were both corporate directors of Cliff. In addition, Cliff owned land in the mineral belt of Northern Michigan, where many existing copper mines were located. In 1925, Cliff’s land was surveyed to determine if it could be mined for copper. Based on that survey, Cliff started its initial exploration for copper on the land. While explorations were ongoing, Agassiz and MacNaughton learned of an experienced geologist’s theory regarding the possible existence of copper on the land. Though initial exploration was unsuccessful, Agassiz and MacNaughton thought that if the geologist’s theory was correct, Cliff’s stock would go up. After learning that Cliff stopped its exploration of the land in 1926, Goodwin sold his shares of stock in Cliff through brokers on the Boston stock exchange. Subsequently, Agassiz and MacNaughton purchased Goodwin’s stock through agents on a joint account. When the stock was sold, Goodwin had had no knowledge of the geologist’s report. Further, had Goodwin known of the existence of the geologist’s report, he wouldn’t have sold his stock in Cliff. Goodwin then sued Agassiz and MacNaughton in superior court, seeking a rescission of the sales, or redelivery of the stock. Goodwin argued that Agassiz and MacNaughton committed fraud and breached their duty of good faith by failing to disclose their knowledge of the geologist’s report. In response, Agassiz and MacNaughton filed a motion to dismiss, which the court granted. Goodwin appealed the decision to the Supreme Judicial Court of Massachusetts. Want more details on this case? Get the rule of law, issues, holding and reasonings, and more case facts here: https://www.quimbee.com/cases/goodwin... The Quimbee App features over 16,300 case briefs keyed to 223 casebooks. Try it free for 7 days! ► https://www.quimbee.com/case-briefs-o... Have Questions about this Case? Submit your questions and get answers from a real attorney here: https://www.quimbee.com/cases/goodwin... Did we just become best friends? Stay connected to Quimbee here: Subscribe to our YouTube Channel ► https://www.youtube.com/subscription_... Quimbee Case Brief App ► https://www.quimbee.com/case-briefs-o... Facebook ► / quimbeedotcom Twitter ► / quimbeedotcom #casebriefs #lawcases #casesummaries
