Corporate directors acting under a conflict of interest cannot obtain the benefit of the business judgment rule. A director who votes on a measure when he has a conflict of interest bears the burden of showing that the measure or the transaction it approve was just and reasonable to the corporation, considering only the corporation’s interests. Here, some directors of a homeowner’s association worked for a developer that owned some units in the association. On the question of allocating expenses between the developer owned units and privately owned units, those directors had a conflict of interest. They failed to show that the allocation of expenses was fair and just, and so the judgment finding that they breached their fiduciary duties is affirmed. The directors are individually liable for that breach of fiduciary duty, and their employer, the developer, is likewise liable. The directors also breached their fiduciary duties in revealing to the developer attorney-client privileged communications between the homeowner’s association and its counsel regarding the lawsuit against the developer. However, the trial court erred in awarding the plaintiff all its legal fees in the entire case based on that breach of duty since the attorney-client privilege issue was a minor issue in the case.