Jeffrey Conklin (plaintiff) and Beth Perdue (defendant) formed CPInternational, Inc. (CPI) as a Massachusetts corporation in 1993. Conklin and Perdue were attorneys who met while working at Digital Equipment Corporation. Conklin and Perdue each held 50 percent of CPI’s stock. Conklin provided all the capital contributions for CPI. The business was not successful, and Conklin continued to contribute capital funds to CPI. Conklin and Perdue were reimbursed for expenses by CPI and also took a draw from CPI. Conklin has asserted that Perdue’s draw of $112,434 from CPI was a loan, and that Perdue signed a promissory note for that amount. By the end of 1995, CPI was still not succeeding, and Conklin decided that CPI was not economically viable. Conklin informed Perdue that the arrangement was not working out and attempted to set up a meeting to discuss the issue. Conklin and Perdue then began making accusations toward each other, and Perdue went as far as removing files from the CPI office. Conklin and Perdue exchanged letters through January 19, 1996. Conklin and Perdue then completely stopped communicating about CPI. However, neither party took any action to dissolve CPI. Conklin began a new business called TradeAccess, which was not in the same business as CPI. TradeAccess was also not successful. Conklin sued Perdue for: (1) breach of the promissory note and (2) breach of her fiduciary duty for removing files from the CPI office. Perdue asserted that Conklin breached his fiduciary duty by starting TradeAccess.