California Civil Jury Instructions (CACI) (2017)

4100. “Fiduciary Duty” Explained

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4100.“Fiduciary Duty” Explained
[A/An] [agent/stockbroker/real estate agent/real estate broker/corporate
officer/partner/[insert other fiduciary relationship]] owes what is known as
a fiduciary duty to [his/her/its]
[principal/client/corporation/partner/[insert other fiduciary relationship]].
A fiduciary duty imposes on [a/an] [agent/stockbroker/real estate agent/
real estate broker/corporate officer/partner/[insert other fiduciary
relationship]] a duty to act with the utmost good faith in the best
interests of [his/her/its] [principal/client/corporation/ partner/[insert
other fiduciary relationship]].
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 Bargain” 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. . . .’ ” ’ ” (Wolf 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 plaintiff 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.”
922
0002
[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 officers, 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 Tanner 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 Bros. Farms, LLC v.
Berger Kahn (2013) 222 Cal.App.4th 303, 325 [166 Cal.Rptr.3d 116].)
Secondary Sources
8 Witkin, Summary of California Law (10th ed. 2005) Agency and Employment,
§58
Greenwald et al., California Practice Guide: Real Property Transactions, Ch. 2-C,
Broker’s Relationship And Obligations To Principal And Third Parties, ¶ 2:158 et
seq. (The Rutter Group)
Vapnek et al., California Practice Guide: Professional Responsibility, Ch. 6-D,
Professional Liability, ¶ 6:425 et seq. (The Rutter Group)
10 California Forms of Pleading and Practice, Ch. 103, Brokers, § 103.31[1]
(Matthew Bender)
14 California Forms of Pleading and Practice, Ch. 167, Corporations: Directors
and Management, § 167.53 et seq. (Matthew Bender)
BREACH OF FIDUCIARY DUTY CACI No. 4100
923
0003
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, § 52.112 et seq.
(Matthew Bender)
6 California Legal Forms, Ch. 12C, Limited Liability Companies, § 12C.24[6]
(Matthew Bender)
CACI No. 4100 BREACH OF FIDUCIARY DUTY
924
0004