CACI 4100 “Fiduciary Duty” Explained

New June 2006; Revised December 2010, December 2016

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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”).)

•“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.” [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].)