Van Shaack Holdings Ltd. v. Van Schaack

We granted certiorari to review the court of appeals decision in Van Schaack v. Van Schaack Holdings, Ltd., 856 P.2d 15 (Colo.App.1992), which held that the “special facts” doctrine sets forth the applicable fiduciary duty owed by the officers and directors of a closed corporation when purchasing the stock of a minority shareholder, and that such duty requires the disclosure of material information bearing on the value of the stock if it is unknown to the selling shareholder. We affirm.

I

In the late 1930’s, H.C. Van Schaack, Sr. became the owner of one-half the stock of a closely held…