(Colo.1997). Here, we conclude that the language of the statute is unambiguous and, therefore, we assign to the words their plain meanings. - Section 7-118-102(4) states: A shareholder entitled to dissent and obtain payment for the shareholder's shares under this article may not challenge the corporate action creating such entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation. (Emphasis added.) There are no reported appellate decisions in Colorado construing this section. However, we agree with the trust that this section applies to its claim because fraudulent actions in the nature of constructive fraud are within the exception. See See. Nat'l Bank v. Peters, Writer & Christensen, Inc., supra, 39 Colo.App. at 351, 569 P.2d at 881 (<HOLDING>). - Constructive fraud is defined as a breach
holding that a shareholder had standing to bring a direct action against a director of a corporation because the director owed the shareholder a duty separate and apart from that which the director owed to the company recognizing the right of a creditor to sue a corporate director for breach of fiduciary duty holding that unless a shareholder can show personal cause of action and personal injury claims for fraud and breach of fiduciary duty belong to the corporation and not the shareholder holding breach of fiduciary duty by a director constitutes constructive fraud and therefore affected shareholder was entitled to dissenters rights and to challenge the corporate action creating entitlement to dissenters rights holding that a majority shareholder was not entitled to a juiy trial on breach of fiduciary duty claim because claim sounded in equity