Gurland founded Storetrax.com, an Internet-based commercial real estate listing service, in Maryland in 1998. He incorporated it as a Delaware corporation in 1999. He then agreed for a group of investors to buy a majority share, and he became president and a member of the board. An employment contract spelled out some terms of employment, including a year's pay if he was ever fired. Two years later, he was removed as president, but stayed on the board for another year. He requested severance pay, but it was denied.
He sued.

1. The Maryland high court held that a director did not breach his fiduciary duty by suing his own company board to fulfill a contractual obligation. Would it be good to have a rule that directors cannot do business with companies when they are board members?
2. Is there some way Gurland could cheat the company in this situation in a way that he could not had he not been on the board?