Phillips Petroleum Company, a Corporation v. Rock Creek Mining Company, a Corporation

MEMORANDUM OPINION

DAVID W. WILLIAMS, District Judge:

Rock Creek Silver-Lead Company (RCSL) was a closely held corporation which owned 36 lode mining claims in a rich mining district in Idaho. J. H. Christman owned 36% of its shares and Forrest Messer held 33%; thus, between them they held more than % of all outstanding shares. Each served as an officer and director of the company. When not attending to the affairs of the company, Messer, a retired miner, worked in a railroad shop and Christ-man was employed as a salesman. Neither was experienced in corporate management.

In 1964, the RCSL Board…