Directors, but not officers, may compete with the corporation in their own private
business dealings.
Hugh recently purchased a motorcycle for $4,000 but has had extensive problems
starting the motor. In disgust at not being able to start the motorcycle, Hugh shouts to
his friends, “Any of you want to buy this thing for $20?” A contract will be formed if a
friend gives Hugh a twenty-dollar bill.
Ted cosigns a note for his son Junior. Ted is a surety on the note.
Determining the names of other shareholders in order to communicate with them about
corporate affairs is a “proper purpose” for a shareholder to inspect the books and
records of a corporation.