Goldie v. Yaker

In October 1957, Hyman and Sophie Yaker (defendants) entered into a real estate contract and purchased 80 acres of land and certain water rights for a purchase price of $15,000, including a $500 down payment with a note for the balance of $14,500. In October 1958, Intermountain Development Corporation (Intermountain) was incorporated by the Yakers and Dora Moscow (defendant). The Yakers and Moscow were the only stockholders of Intermountain. In December 1958, the Yakers sold 49 of the 80 acres of land to Intermountain for a purchase price of 2,500 shares of Intermountain with a par value of $10 per share. Intermountain assumed development costs and the $14,500 note for the unpaid balance. In December 1958, the Yakers and Moscow approved the purchase of land for Intermountain. In January 1959, 2,500 shares of Intermountain were issued to the Yakers. In April and May 1959, William Goldie (plaintiff) purchased Intermountain stock. Prior to Goldie becoming a stockholder, a substantial portion of the 49 acres of land were transferred to Intermountain. Goldie filed a derivative suit on behalf of himself and other Intermountain stockholders. Goldie alleged excessive valuation of the acreage price for the land purchased by Intermountain, even though the price agreement occurred before Goldie became a stockholder. The trial court found against Goldie because the decision to sell Intermountain stock occurred before Goldie became a stockholder. Goldie appealed.