With respect to liability for improper dividends, a non-breaching director and an
innocent shareholder are both protected from liability due to their good faith.
A corporation must keep its funds separate from those of its shareholders.
In an output contract, the seller can operate a factory on a 24-hour-a-day schedule and
insist that the buyer take all of the output when that buyer had operated only eight hours
a day at the time the contract was made and the buyer had knowledge of the
eight-hour-a-day operating schedule.
Courts require that for a contract to be unenforceable based on unconscionability, both
substantive and procedural unconscionability must be equally present.