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After a business relationship breaks down, owners, managers, and outsiders dispute who is bound and who must pay. Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The record contains both written proof and disputed oral testimony. The parties disagree about the legal effect of those facts. Which answer gives the best resolution?

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Stop the analysis once the proponent states a plausible rule, without addressing the strongest counterargument. The court should resolve the dispute by applying the operative rule to the material facts: The answer should identify the governing rule for Fiduciary Duties and apply it to the operative facts. Assume the doctrine applies because one element appears satisfied, even if the remaining elements are contested. Reject the claim or defense solely because the opposing party disputes a required fact.

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