closely held corporation. For the past five years, Topaz has averaged annual net pre-tax earnings of 50 percent of its gross sales. During this period, Topaz has not paid a dividend or made any other distribution to its shareholders. This was planned so that Topaz will have substantial retained earnings to enhance the chances of its sale to another company. Pat owns five percent of Topaz's shares. Pat is concerned that she has received no dividends on her Topaz stock despite Topaz's recent earnings. Pat commenced a lawsuit against Topaz's board members seeking a decree compelling the defendants to declare and Topaz to pay a dividend on its stock. Granting Pat's prayers, the court reasoned that shareholders invest in a company primarily to share in its profits and not declaring dividends defeats this central purpose. The directors have lodged an appeal against the trial court's decision