Amin was interested in the purchase of the shares of Holt Manufacturing Ltd., which was in financial difficulties due to a high debt load. He contacted Jones, a business consultant, to provide him with an assess-ment of the firm. Jones was to negotiate the purchase on Amin's behalf if his investigation indicated that the purchase of the shares represented a good investment. Jones suggested that Brown, a consulting engineer,

be engaged to assess the condition and value of the manufacturing equipment. Brown was also to provide some advice on what might be done to improve the profitability of the operation. Amin agreed, so Jones and Brown proceeded with their assessment of the firm. During their examination, Jones and Brown realized

that the firm represented a good investment if the equity-to-debt ratio could be altered and some manu-facturing processes changed to improve efficiency. The two then established a corporation. They indicated to the present owners of the manufacturing firm (whom they had met through Amin) that they also represented a corporation that might be interested in the purchase if Amin should decide against the investment.

Jones and Brown completed their assessment of

the business that in their written opinion to Amin was worth approximately $1.1 million. They submitted accounts of $3,000 and $3,500 respectively, which Amin promptly paid. A few days later, Amin presented the owners of

the manufacturing firm with an offer to purchase the shares for $1 million. The offer was promptly rejected. Before Amin could submit a new offer, the corporation that Jones and Brown had incorporated made an offer of $1.1 million for the business. The second offer was accepted, and the shares transferred to the corporation for the $1.1 million. When Amin discovered that Jones and Brown

were the principal shareholders of the corporation that had made the $1.1 million offer, he brought an action against them for damages. Describe the nature of Amin's action. Discuss the

possible arguments that might be raised by both the plaintiff and the defendants. Identify the main issues and render a decision