Meister

Appellants Robert Meister, Janice Meister and Kathryn Meister (hereafter collectively the Meisters) were preferred shareholders in Sesame Technologies, Inc. (Sesame), a now dissolved software company. Respondent Duane Mensinger (Mensinger) was Sesame’s chief financial officer and respondent Carl Koppel (Koppel) was its chief executive officer. Sesame experienced financial difficulties, and its assets were sold to a company, respondent ExtraView Corporation (ExtraView), formed and owned by Mensinger. Sesame then dissolved, rendering the Meisters’ preferred shares valueless.

The Meisters brought a civil action against respondents, alleging Mensinger and Koppel colluded to secure a preferential sale of Sesame’s assets and business to ExtraView, thus violating their fiduciary duties to the Meisters. After a lengthy bench trial, the court issued a statement of decision in which it found that Mensinger and Koppel had breached their fiduciary duties to the Meisters, but that the Meisters had failed to prove damages. The court subsequently entered judgment in favor of respondents.

On appeal, the Meisters argue (1) the trial court erred in refusing to frame an appropriate…