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In this case we hold that where the bylaws of a pharmacy corporation provide that one stockholder must give another a right of first refusal on the sale of any stock, it is a breach of fiduciary duty for the selling stockholder to attempt to sell to a third party in violation of the right of first refusal. We thus remand the case back to the trial court to ascertain the proper damages, both to the corporation itself and to the other stockholder, for such a breach.

I. FACTS AND LITIGATION HISTORY

In 2006, Tien Le and his wife Dieu-Hoa Le owned 50 percent of the corporate shares of Newland Pharmacy, while Lieu Pham owned the other 50 percent. Corporate bylaws obligated the Les to give Pham written notice of any intent to sell or transfer. The bylaws also gave Pham a right of first refusal on any sale based on that notice of intent, but did not specify the amount of time in which she could exercise her right of first refusal. Under the bylaws, the shares could not be transferred to someone other than Pham at a price less than, or on terms more favorable than, that stated on the notice of intent to sell or transfer. If so, the transfer would be null and void.

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