Sole Energy Co. v. Petrominerals Corp.

*218 Opinion

Introduction

May putative shareholders recover as damages the corporation’s future profits allegedly lost as a result of tortious conduct directed to the shareholders individually and occurring before the corporation was formed? We conclude, under the facts of this case, any such lost profits belong to the corporation and cannot be recovered as damages by individual shareholders in a nonderivative suit.

The jury returned a verdict against defendants Petrominerals Corporation (Petrominerals) and Daniel H. Silverman in an amount in excess of $20 million on causes of action for interference with contractual relations and interference with prospective economic advantage. Plaintiffs contended Petrominerals and Silverman tortiously interfered in a transaction by which a corporation called Sole Energy Company (Sole Energy Corporation) was to acquire the stock and assets of a corporation called Hillcrest Beverly Oil Corporation (HBOC). Two of the plaintiffs were to be shareholders of Sole Energy Corporation, but it never issued stock. Plaintiffs sought as damages the future profits Sole Energy Corporation purportedly would have earned had the transaction been…