Le v. Pham

Opinion

SILLS, P. J.

In this case we hold that where the bylaws of a pharmacy corporation provide that one stockholder must give another a right of first refusal on the sale of any stock, it is a breach of fiduciary duty for the selling stockholder to attempt to sell to a third party in violation of the right of first refusal. We thus remand the case back to the trial court to ascertain the proper damages, both to the corporation itself and to the other stockholder, for such a breach.

I. FACTS AND LITIGATION HISTORY

In 2006, Tien Le and his wife Dieu-Hoa Le owned 50 percent of the corporate…