Hmmmmmm... Sure you thought this one through, Bubba?
If Chapin knew Uhlander was a fraud, informed JJ as much, and took NO action when JJ proceeded to advance the ill-fated JV with the criminal, wasting a year in the process, then Chapin completely failed fulfilling his fiduciary duties, which, as any attorney needn't be reminded, is to the company and its stockholders.
Chapin's failure to redress JJ and to inform stockholders of the bad news with respect to Uhlander would clearly violate the basic standards of GOOD FAITH and DUE CARE, inherent in any for-profit company board member's essential responsibilities.
I don't know about you, but I think I'm more comfortable concluding that Chapin was completely clueless rather than totally negligent carrying out his duties.
Because I know for a fact they were surprised by what many shareholders discovered and informed them about Ulander. I was one of those shareholders that informed Les and had discussion after the fact on this topic with Les. If Les did not know about it Chapin did not either. BTW the only reason JJ had control in making a partner decision is because the BOD gave it to him. I say that was very stupid from the start. BTW Chapin was the one that stated our deal was with a public company which also was not the case.
Like I said please drop the subject because it is now in the past and soon we will have a stronger BOD.