Procedural Posture

In plaintiff hockey corporation's original suit for breach of contract for failure to pay certain promissory notes, defendant hockey association filed a cross-complaint for breach of fiduciary duty and damages. Defendant appealed the judgment of the Superior Court of San Diego County (California), which granted plaintiff's motion for nonsuit on the cross-complaint because defendant failed to establish plaintiff owed a fiduciary duty.

 

Overview: caci jury instructions declaratory relief

When certain individuals sat on both boards of directors for plaintiff hockey corporation and defendant hockey association and plaintiff sued for breach of contract damages, defendant filed a cross-complaint for breach of fiduciary duty and damages against plaintiff hockey corporation. Plaintiff moved for a nonsuit, which the trial court granted. The court affirmed the judgment of nonsuit, holding that there was no evidence to support the jury verdict in favor of the cross-claim. The court held that members of defendant's board of directors had a fiduciary duty of undivided loyalty to that board that superceded any loyalties owed under their responsibilities to plaintiff corporation. However, defendant was unable to demonstrate that any damages flowed from a breach of fiduciary duty and further, defendant waived its claim for a breach of fiduciary duty because it presented evidence that it had ratified plaintiff's actions.

 

Outcome

The court affirmed the dismissal of defendant hockey association's cross-claim, holding that a nonsuit was proper because defendant failed to establish plaintiff hockey corporation breached a fiduciary duty or that defendant suffered any damages.