Duty of Good Faith
Fender v. Prescott, 101 A.D.2d 418,422 (1st Dept. 1984):
[T]he relationship between shareholders in a close corporation, vis-à-vis each other, is akin to that between partners and imposes a high degree of fidelity and good faith.
As was observed by Chief Judge Cardozo in Meinhard v. Salmon, 249 N.Y. 458, 164 N.E. 545, 546 (1928) : "A trustee is held to something stricter than the morals of the market place. Not honesty alone, but the punctilio of an honor the most sensitive, is then the standard of behavior."
The strict standard of good faith imposed upon a fiduciary may not be so easily circumvented.