What is a breach of fiduciary duty in California? Persons who owe their client a fiduciary duty are in a position of trust, such as a lawyer, corporate officer, corporate director, broker, or real estate agent. A breach of fiduciary duty occurs when the person in a position of trust acts in their interest, not the clients.
Brad Nakase, Attorney
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Colin is the owner of Los Angeles technology company that specializes in artificial intelligence. Much of what Colin does for work involves proprietary technology, which is protected by patents. Employees must sign agreements that state they will not share the company’s trade secrets with any competitors. Unfortunately, Colin discovers that one of his employees, Aaron, has been selling technological secrets to one of Colin’s competitors. Colin is devastated. He also feels betrayed. Aaron broke Colin’s trust, as well as his duty as an employee. Colin plans to sue Aaron for breach of fiduciary duty. This way, he can recover damages for what he has lost.
When an individual owns a business of whatever size, he or she puts a lot of trust in their partners, employees, and managers. When someone else breaks that trust, or breaches it, this can be very expensive for the company as well as the owner as an individual. Typically, this occurs when someone has a responsibility to act in the interests of another individual and does not know as they are supposed to.
California law explains breach of fiduciary duty as follows:
“A fiduciary relationship is ‘ “ ‘any relation existing between parties to a transaction wherein one of the parties is in duty bound to act with the utmost good faith for the benefit of the other party. Such a relation ordinarily arises where a confidence is reposed by one person in the integrity of another, and in such a relation the party in whom the confidence is reposed, if he voluntarily accepts or assumes to accept the confidence, can take no advantage from his acts relating to the interest of the other party without the latter’s knowledge or consent.” Learn more: Breach of Fiduciary Duty California.
There are four elements that make up a breach of fiduciary duty. These are described as follows:
1. Duty
When an individual has the responsibility to act in the place of someone else, this is described as a fiduciary duty. To prove that a fiduciary duty exists, or existed in the past, a business owner needs to display that there was a special relationship based on trust between themselves and another party.
Examples of this type of relationship include the following:
2. Breach
An individual will need to prove that the other party in a defined relationship violated their fiduciary duty by doing something against one’s interests. They may have also failed to act in one’s interests when they did not perform an action as planned.
An individual in this position will also have to show that they suffered a loss. If the breach did not cause harm to the person in any way, then he or she cannot recover damages.
3. Causation
An individual will also have to prove that the breach of fiduciary duty was the direct cause of harm or damages endured. If an individual suffered damages, but they were not related to the breach or were not a reasonable and predictable result of the breach, then the person will not be able to recover damages.
4. Damages
Damages is money for breach of fiduciary duty. An individual must prove that the breach of fiduciary duty caused him to lose money or property rights.
There are many different kinds of fiduciary duty that can come up in business situations. Below, we will review the most common types of fiduciary breaches, which one might encounter in the business world.
Fiduciary Breach Between Agents and Employees
One of the most common forms of fiduciary relationships is that between an agent and a principal. An agent is any individual who accepts the responsibility to act on another person’s behalf. This individual has the fiduciary duty to further the interests of the principal and not act against that person’s interests.
Employees are considered to be agents of their employer, acting in their interest. The employer in this context is the principal. Non-employees may also qualify as agents if they agree to act on behalf of the employer or company.
For instance, if an employer hires independent contractors or a third-party firm to do work for his or her company, then these people might be considered agents.
Examples of an agent breaking their duty to a principal include the following situations:
If an employer hires an individual to firm to work for them, the employer should be able to rely on the party to act in his or her best interest. If the party does not do so, then an employer may be able to recover damages in a lawsuit.
For instance, let’s say an employee of a company lured clients away to work for a competitor’s company. In this case, the employer could sue the employee for damages. These damages would cover the loss of business or goodwill.
Fiduciary Breach Between Partners
A business’s partners – those who manage the company together – have a fiduciary duty to act in the best interest of one another as well as the company. It is possible for partners to breach this duty by doing any of the following actions:
Partners have the right to expect that their co-partners will do everything they can to help the company succeed. A partner who is always careless or selfish, especially if they take money out of the company, is not acting in the best interest of the company. Nor is it something that other partners can afford to ignore. Because this can be an awkward and messy situation to deal with, it may be best to consult a partnership attorney. He or she can help partners understand their options as well as take action to protect the business.
Board of Directors
The shareholders of a corporation elect a board of directors to make decisions on behalf of the company. When it comes to closely-held, or small, corporations, the board is generally made up of majority shareholders. However, when a corporation is on the larger size, board members will usually be other professionals who were brought in to help manage the company with their expertise.
However a board of directors is designed, its members all have a fiduciary duty to act in the best interest of the company’s shareholders. The same principle applies to limited liability companies (LLCs). The managing members of an LLC have the fiduciary duty to act on behalf of all other members.
The same types of fiduciary breaches that occur in partnerships also apply to members of a board of directors. However, some additional examples include:
If a board of directors or certain members of a board have broken a fiduciary duty to their shareholders, the shareholders may take legal action. Specifically, they can file a lawsuit to protect their interests.
If an individual or group feels that another party has broken their fiduciary duty in any of the above scenarios, the best course of action is to consult with our business litigation attorney for dealing in complex business litigation. An experienced attorney can help identify if there was, indeed, a breach of fiduciary duty and whether there is cause for a lawsuit.
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