This case takes place in Virginia and involves an unauthorized change of the terms of sale and payment between a company and its shareholders. The defendant, an attorney, took a small ownership stake in the company in exchange for legal fees. The defendant then amended the purchase agreement for the pending sale of the company, which significantly reduced the previously agreed purchase price. As a result, the company was sold for substantially less than the previously agreed upon purchasing price. The plaintiff alleges that the defendant breached his fiduciary duty and duty of loyalty, as a shareholder of the company, to both the company and the plaintiff. In addition, the plaintiff alleges that the defendant failed to advise the plaintiff and the company about the changes that were made and having failed to properly advise the plaintiff, acting contrary to the plaintiff’s interests. The plaintiff further argued that the defendant negligently acted to deprive plaintiff, as the majority shareholder, of the opportunity to sell the business in a manner that would have benefited him.