Ralph Stefano, Harold Gillam, and Robert Crow (defendants) were the sole owners and directors of Alaska Plastics, Inc. (API). Each owned one third of API’s shares. However, Crow got divorced and lost half of his shares in the settlement, giving a one-sixth interest in API to his former wife, Patricia Muir (plaintiff). After Muir obtained her shares, the defendants did not treat her equally. They failed to notify her of various shareholder meetings; they took annual director’s fees without giving Muir one; they authorized a salary to Gillam; and they used corporate funds to pay for bringing their wives to corporate meetings. Muir never received any money from API. The defendants and Muir began discussing a corporate buyout of her shares, but the defendants would only offer her a price much lower than the stock was worth and throughout the negotiations she repeatedly declined the offers. Muir brought suit and the trial court ordered API to buy Muir’s shares at their fair value. The defendants appealed.