Wagner v. Foote

— This case involves a dispute between shareholders of a closely held corporation over the distribution of the proceeds from the sale of the assets of the corporation. More specifically, we have to decide whether and under what circumstances the opportunity to enter into a noncompetition agreement by a corporate officer/ majority shareholder in conjunction with the sale of the corporation’s assets is an opportunity belonging to the corporation or is personal to the officer/shareholder. We hold that the opportunity to enter into the noncompetition agreement is personal to the…