Pursuant to a number of stock purchase agreements, Superior Vision Services, Inc. (SVS) (plaintiff), a privately held corporation, issued shares to its investors, including ReliaStar Life Insurance Company (defendant), a holder of 44 percent of SVS’s stock. The agreements prohibited dividend payments, but provided for waiver of the prohibition with consent of at least two-thirds of the interests of the purchased securities. Because of ReliaStar’s 44-percent ownership interest, waiver could only occur with ReliaStar’s consent. The SVS board considered and approved a policy for payment of dividends. ReliaStar, however, withheld its consent to implement the policy. SVS petitioned the court for a declaration that ReliaStar breached its fiduciary duties to SVS by refusing to consent to payment of dividends. ReliaStar moved to dismiss the complaint.