A majority holder in a company claimed that the minority used a business opportunity of the company because as a shareholder, employee and officer of the company he worked at the company (effectively doing all the work and his reputation was effectively based on his reputation only) and when he ceased working the company ceased operation and a major client of the company commenced working with the new company such minority shareholder opened.
The Court held that an officer owes a fiduciary duty to the company, a shareholder owes a duty to act fairly and the Labor Courts held that an employee also had a duty of trust to the employer. However, one cannot obligate a shareholder, officer or employee to work for the company and ceasing to work is thus not a breach of fiduciary duties.
As to the fact that a major client commenced working with the new company the minority holder opened after ceasing to work for the company, indeed a business opportunity is protected even if the company cannot pursue it, but here the opportunity was not of the company because the client worked with the company only because of such minority shareholder.