The defendant director brought a motion for summary judgment dismissing claims against him personally in a commercial dispute arising from a proposed hotel development joint venture.
The plaintiff alleged the director breached fiduciary duties and induced breach of contract and trust after removing the plaintiff from negotiations with a municipal authority.
The court held there was no genuine issue requiring trial regarding the director’s personal liability.
Directors owe fiduciary duties to the corporation, not to third-party stakeholders, and the plaintiff failed to establish a fiduciary relationship or any trust asset arising from the letter of intent.
The court further held that the director’s actions were taken bona fide on behalf of the corporation and were protected by the Said v. Butt principle.
