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Elements of Breach of Fiduciary Duty

The Second Department explained the elements of a cause of action for breach of fiduciary duty in the context of the board of directors of a corporation and the business judgment rule:

A cause of action sounding in breach of fiduciary duty must be pleaded with the particularity required by CPLR 3016(b)”…. “The elements of a cause of action to recover damages for breach of fiduciary duty are (1) the existence of a fiduciary relationship, (2) misconduct by the defendant, and (3) damages directly caused by the defendant’s misconduct”… . Members of a board of directors of a corporation “owe a fiduciary responsibility to the shareholders in general and to individual shareholders in particular to treat all shareholders fairly and evenly”….

The business judgment rule “bars judicial inquiry into actions of corporate directors taken in good faith and in the exercise of honest judgment in the lawful and legitimate furtherance of corporate purposes”… .   Deblinger v Sani-Pine Prods Co, Inc, 2013 NY Slip Op 03963, 2nd Dept, 6-5-13

 

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