Steele Platt and Fas-Wok, Inc. (defendants) sold their controlling interest in The Boiler Room to Robert Rifkin and others (plaintiffs). The plaintiffs brought suit, alleging that Platt had misappropriated funds from The Boiler Room when he was in charge and had generally breached his fiduciary duty to the corporation. The trial court found that Platt had breached his fiduciary duty and entered judgment in favor of the plaintiffs. The defendants appealed on the ground that Platt’s breach occurred before the plaintiffs’ purchase of The Boiler Room, citing Bangor Punta Operations, Inc. v. Bangor & Aroostook R.R., 417 U.S. 703 (1974). The parties agreed that any breach of duty occurred prior to the plaintiffs’ purchase of the controlling shares. However, the parties did not agree on whether the breach was reflected in the purchase price.