Personal Touch Holding Corp. v. Glaubach

Felix Glaubach (defendant) served as a special director on the board of directors (board) of Personal Touch Holding Corporation (Personal Touch) (plaintiff), a home-healthcare-services company that earned substantial revenues. Personal Touch had been seeking additional office space in order to relocate, to expand business operations, and for storage. Personal Touch’s management learned that a building owned by AAA was up for sale. AAA’s asking price was $1.2 million. Personal Touch made an offer of $1.0 million to buy the building. The negotiations did not progress further because AAA’s planned move from the building fell through. Glaubach was well aware of Personal Touch’s interest in buying the building. Shortly thereafter, Glaubach instructed an assistant to contact AAA about buying the building. Both Glaubach’s assistant and AAA believed that those discussions were in furtherance of Personal Touch’s efforts to buy the building. However, Glaubach wanted to buy the building for himself. Glaubach began using a personal email instead of a company email so that Personal Touch would not find out about Glaubach’s efforts to buy the building. Glaubach ultimately bought the building for $1.8 million. Personal Touch sued Glaubach for breach of fiduciary duty, alleging that Glaubach wrongfully seized Personal Touch’s opportunity to buy the building.