4100 . “Fiduciary Duty” Explained
[A/An] [agent/stockbroker/r eal estate agent/real estate br oker/corporate
of f icer/partner/[ insert other fiduciary r elationship ]] owes what is known as
a fiduciary duty to [his/her/ nonbinary pr onoun /its]
[principal/client/corporation/partner/[ insert other fiduciary r elationship ]]. A
fiduciary duty imposes on [a/an] [agent/stockbroker/r eal estate agent/real
estate broker/corporate o ff icer/partner/[ insert other fiduciary r elationship ]]
a duty to act with the utmost good faith in the best interests of [his/her/
nonbinary pr onoun /its] [principal/client/corporation/ partner/[ insert other
fiduciary r elationship ]].
New June 2006; Revised December 2010, December 2016
Directions for Use
This instruction explains the nature of a fiduciary duty . It may be modified if other
concepts involving fiduciary duty are relevant to the jury’ s understanding of the
case. For instructions on damages resulting from misrepresentation by a fiduciary ,
see CACI No. 1923, Damages - “Out of Pocket” Rule , and CACI No. 1924,
Damages - “Benefit of the Bar gain” Rule .
The elements of a cause of action for breach of fiduciary duty are the existence of a
fiduciary relationship, its breach, and damage proximately caused by that breach.
( Knox v . Dean (2012) 205 Cal.App.4th 417, 432-433 [140 Cal.Rptr .3d 569].) No
fraudulent intent is required. (See Civ . Code, § 1573 (defining “constructive fraud”).)
Sources and Authority
• “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. . . .’ ” ’ ” ( W olf v . Superior Court (2003) 107 Cal.App.4th 25, 29 [130
Cal.Rptr .2d 860], internal citations omitted.)
• “Whether a fiduciary duty exists is generally a question of law . Whether the
defendant breached that duty towards the plaintif f is a question of fact.” ( Marzec
v . Public Employees’ Retirement System (2015) 236 Cal.App.4th 889, 915 [187
Cal.Rptr .3d 452], internal citation omitted.)
• “ ‘ “[B]efore a person can be charged with a fiduciary obligation, he must either
knowingly undertake to act on behalf and for the benefit of another , or must
enter into a relationship which imposes that undertaking as a matter of law .”
[Citation.]’ ” ( Cleveland v . Johnson (2012) 209 Cal.App.4th 1315, 1338 [147
Cal.Rptr .3d 772].)
• “[E]xamples of relationships that impose a fiduciary obligation to act on behalf
of and for the benefit of another are ‘a joint venture, a partnership, or an
agency .’ But, ‘[t]hose categories are merely illustrative of fiduciary relationships
in which fiduciary duties are imposed by law .’ ” ( Cleveland , supra , 209
Cal.App.4th at p. 1339, internal citation omitted.)
• “The investment adviser/client relationship is one such relationship, giving rise
to a fiduciary duty as a matter of law .” ( Hasso v . Hapke (2014) 227 Cal.App.4th
107, 140 [173 Cal.Rptr .3d 356].)
• “There is a ‘strong public interest in assuring that corporate of ficers, directors,
majority shareholders and others are faithful to their fiduciary obligations to
minority shareholders.’ ” ( Meister v . Mensinger (2014) 230 Cal.App.4th 381, 395
[178 Cal.Rptr .3d 604].)
• “Any persons who subscribe for stock have a right to do so upon the assumption
that the promoters are using their knowledge, skill, and ability for the benefit of
the company . It is, therefore, clear on principle that promoters, under the
circumstances just stated, do occupy a position of trust and confidence, and it
devolves upon them to make full disclosure.” ( Cleveland , supra , 209
Cal.App.4th at p. 1339.)
• “[I]t is unclear whether a fiduciary relationship exists between an insurance
broker and an insured.” ( Mark T anner Constr . v . Hub Internat. Ins. Servs. (2014)
224 Cal.App.4th 574, 585 [169 Cal.Rptr .3d 39].)
• “It is a question of fact whether one is either an investment adviser or a party to
a confidential relationship that gives rise to a fiduciary duty under common law .”
( Hasso , supra , 227 Cal.App.4th at p. 140, internal citations omitted.)
• “[A] third party who knowingly assists a trustee in breaching his or her fiduciary
duty may , dependent upon the circumstances, be held liable along with that
trustee for participating in the breach of trust.” ( Stueve Br os. Farms, LLC v .
Ber ger Kahn (2013) 222 Cal.App.4th 303, 325 [166 Cal.Rptr .3d 116].)
Secondary Sources
3 W itkin, Summary of California Law (1 1th ed. 2017) Agency and Employment,
Greenwald et al., California Practice Guide: Real Property T ransactions, Ch. 2-C,
Br oker ’ s Relationship And Obligations T o Principal And Thir d Parties , ¶ 2:158 et
seq. (The Rutter Group)
V apnek et al., California Practice Guide: Professional Responsibility , Ch. 6-D,
Pr ofessional Liability , ¶ 6:425 et seq. (The Rutter Group)
10 California Forms of Pleading and Practice, Ch. 103, Br okers , § 103.31[1]
(Matthew Bender)
14 California Forms of Pleading and Practice, Ch. 167, Corporations: Dir ectors and
Management , § 167.53 et seq. (Matthew Bender)
BREACH OF FIDUCIAR Y DUTY CACI No. 4100
37 California Forms of Pleading and Practice, Ch. 427, Principal and Agent ,
§§ 427.12, 427.23 (Matthew Bender)
5 California Points and Authorities, Ch. 52, Corporations , § 52.1 12 et seq. (Matthew
6 California Legal Forms, Ch. 12C, Limited Liability Companies , § 12C.24[6]
(Matthew Bender)
CACI No. 4100 BREACH OF FIDUCIAR Y DUTY
Page last reviewed May 2024
In this second of a two-part series of columns, Professor Citron argues that Roberts re-established his control over the Court by successfully weakening the administrative state and expanding presidential immunity while simultaneously avoiding controversial decisions on gun rights and reproductive issues, ultimately demonstrating his ability to push a conservative agenda without incurring significant political backlash.
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