HOUSTON, Justice.
This is the second time this controversy has come before this Court. The parties have not changed since the resolution of the first appeal. The appellants and cross-appellees are the defendants in the underlying action:
"(1) Disctronics, Ltd., an Australian holding company; (2) Disctronics Australia, Ltd., an Australian holding company; (3) Disctronics (U.S.), Inc., a Delaware corporation and a wholly owned subsidiary of Disctronics Australia, Ltd.; (4) Disctronics, Inc., a Delaware corporation and a wholly owned subsidiary of Disctronics Australia, Ltd.; (5) Moray Investments, a Cook Island ... corporation and a wholly owned subsidiary of Disctronics, Ltd.; (6) Memory Tech, Inc. ('MTI'), a Delaware corporation and a wholly owned subsidiary of Moray; (7) Peter Massey, director or chairman of the board and/or chief executive officer of each of the aforementioned corporations; (8) Kevin Donovan, director of several of the aforementioned corporations; and (9) Douglas Adams and David Mackie, each of whom played various roles in the aforementioned corporations."
Massey v. Disc Mfg., Inc., 601 So.2d 449, 450 (Ala.1992). The appellants, except for MTI, will be referred to collectively as the "Disctronics Group" in this opinion, just as they were in our first opinion. The appellees/cross-appellants, the plaintiffs below, are Quixote Corporation and Disc Manufacturing, Inc. (a wholly owned subsidiary of Quixote Corporation). The appellees will be hereinafter referred to collectively as "the plaintiffs."
The first appeal in this matter, Massey, 601 So.2d 449, concerned a single issue, whether the trial court had erred in entering a preliminary injunction against the Disctronics Group based upon a theory of usurpation of corporate opportunity. In that opinion, this Court set out the facts underlying the present dispute:
"Prior to 1987, LaserVideo was a wholly owned subsidiary of Quixote. It had two plants, one in Anaheim, California, ... and one in Huntsville, Alabama.... During this same period, the Disctronics Group was involved in the production of compact audio discs and had operations in Australia, Asia, and Europe. It was looking to expand into the United States. During 1987, it negotiated with Quixote to buy LaserVideo. The negotiations led to an agreement to sell LaserVideo to LaserVideo Acquisition Corporation ('LVAC'), which had been formed ... for the express purpose of purchasing LaserVideo. The total purchase price was $55.5 million; $29 million was paid at closing, and $26.5 million was due when called anytime after January 15, 1989.... LaserVideo became Disctronics Manufacturing, Inc. ['DMI'] ...
"The Disctronics Group was unable to pay the $26.5 million balance owed on the purchase price when called. On January 17, 1989, Quixote sued LVAC; Disctronics, Ltd.; Quatro, Ltd.; DMI; and Disctronics Australia, Ltd., in the Circuit Court of Cook County, Illinois. On February 3, 1989, all defendants, except DMI, consented to the entry of an agreed order stating that the defendants were to pay Quixote the $26.5 million no later than March 3, 1989; the defendants paid $500,000 for the extension. The balance ... was not paid by the March 3 deadline, and a default judgment was entered against the Disctronics Group on March 7, 1989.
"On March 21, 1989, the judgment was vacated by consent of the parties in favor of a comprehensive settlement agreement; the purpose of the settlement agreement was to provide the Disctronics Group additional time to accomplish financial restructuring in order to raise the cash needed to pay Quixote the balance of the purchase price.... On October 4, the Disctronics Group, unable to pay the balance owed, [again] defaulted.
"Following the October 4 default, the Disctronics Group represented that they had no present ability to pay, but that they had engaged First Boston Corporation ... to assist them in refinancing the Disctronics Group's debt structure.
"....
"The Disctronics Group bargained with Quixote in order to maintain the corporate structure of DMI so that DMI could obtain financing from First Boston. These negotiations culminated in what the parties refer to as the 'Work-Out Agreement.'... Under the terms of the 'Work-Out Agreement,' Quixote exchanged the ... debt of the Disctronics Group for 49% of the common stock in DMI and 12% of the preferred nonvoting stock in DMI and the preferred stock in LVAC. Quixote gave LVAC an option to repurchase the stock....
"The initial trigger date was April 30, 1990, at which time Quixote was to be paid at least $3.3 million in order to extend the Disctronics Group's option to June 30, 1990. If full payment or the extension payment was not made by April 30, the 'Work-Out Agreement' further provided that Quixote's preferred stock would gain voting rights and the remaining 51% interest in the common stock in DMI would be sold to Quixote for the nominal sum of $1,000, leaving Quixote as the sole owner of DMI.... The trial court found as follows:
" 'The design of the "Work-Out Agreement" created a system that was self-enforcing. Quixote acquired DMI stock, and made provisions for LVAC and Disctronics Limited to buy it back if they could raise the monies due Quixote. In turn, the Disctronics Group obtained additional time to pursue their debt restructuring efforts, and, effective control of all DMI operations except those "Outside the Ordinary Course of Business"... and certain "Capital Expenditure Budgets." '
"(Emphasis supplied.)
"The Disctronics Group defaulted on April 30, 1990, and Quixote became the sole stockholder of DMI. The corporate name was changed to Disc Manufacturing, Inc.
"....
"The underlying cause[s] of action in this case [are related to] ... the Disctronics Group's acquisition of MTI from Mitsubishi, Inc., while the Disctronics Group held 51% of the stock in DMI and Quixote held the remaining 49%.... [During this time, defendant Massey was chief executive officer of DMI, as well as a member of DMI's board of directors, and defendants Adams and Mackie also served on the DMI board of directors.]
"In early February 1986, [defendants] Donovan and Massey formed Disctronics, Ltd., to manufacture compact audio discs.... In mid-1986, ... Donovan learned that Mitsubishi was in the process of building a plant in Plano, Texas, with its joint venture partner, ElectroSound, to manufacture compact discs for the United States market.... [D]uring 1986, the Disctronics Group had begun to plan a 'global strategy.'...
"....
"In July 1987, representatives of the Disctronics Group met with a representative of Mitsubishi and discussed the proposal that the Disctronics Group acquire the MTI plant in Texas....
"... [W]hile maintaining momentum in the Mitsubishi negotiations for MTI, Disctronics, Ltd., opened discussions with Quixote about the purchase of its plants in the United States.... [T]hose discussions proceeded simultaneously with the Mitsubishi negotiations between July and October 1987 and on parallel tracks. The Mitsubishi negotiations 'stalled' ... and the Disctronics Group reached an agreement with Quixote to acquire [LaserVideo, which became] DMI.
"Donovan testified that he had maintained continuous contact with Mitsubishi....
"The negotiations with Mitsubishi resumed, and in December [of 1989], Donovan telefaxed an offer to Mitsubishi.... A meeting took place in Japan between Donovan, Massey, and a representative of Mitsubishi.... On January 18, 1990, Donovan submitted another proposal to Mitsubishi, and on January 29, Mitsubishi, by a telephone conversation, accepted the Disctronics Group's offer.
"On February 23, 1990, Mitsubishi and Donovan executed an agreement providing for the purchase of all MTI stock by Disctronics, Ltd. The transaction was to close March 2, 1990.... The purchase price, $ 13 million, was to be paid by two notes[.] ...
"On March 1, 1990, Disctronics, Ltd., acquired the offshore Cook Island ... corporation, Moray Investments, and assigned the contract rights and interests under the MTI purchase agreement to Moray.
"....
"[Disc Manufacturing, Inc.,] and Quixote filed a complaint against the Disctronics Group in the Circuit Court of Madison County, Alabama, on June 13, 1990.... The complaint alleged, among other claims, that the defendants had diverted business and contracts from DMI to MTI in violation of fiduciary duties and that they had engaged in unfair competition in violation of § 8-12-1 et seq., Ala.Code 1975. [The first appeal, though, concerned only the plaintiffs' claims] ... alleg[ing] a breach of fiduciary duty by certain defendants in failing to present to [Disc Manufacturing, Inc.,] and Quixote the corporate opportunity represented by the acquisition of MTI.
"On June 19, 1990, Quixote and DMI filed a 'Motion for Temporary Restraining Order and Preliminary Injunction.' After a three-week hearing, ... the Court entered a preliminary injunction on July 31, 1990.
"....
"The Disctronics Group appealed [from the preliminary injunction]."
Massey, 601 So.2d at 450-53.
This Court set aside the preliminary injunction, holding it improper because
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