Loyalty Flashcards
Meinhard held that the opportunity came to Salmon as __ NOT __
role in a joint venture, personal capacity
Meinhard held that Salmon __
had a duty to inform M of the opportunity
Meinhard facts
S only one that speaks with landlord, M gave money for lease but S does all management, S renews lease alone with landlord without telling M
Cardozo in Meinhard says that the fiduciary must have
morals higher than the marketplace
Meinhard distinguishes between __
joint venture (not sharing all obligations) vs. partnership
The core issue in Meinhard is whether ___
S breached duty of loyalty by not involving M in discussions of new lease
Meinhard court says more like joint venture because M __
equally shared in the losses
Meinhard court says venture vs partnership determined not by ___ but by __
what landlord thinks, internal relations of the venture
Meinhard court says that like a fiduciary because __
S has more de facto power
Meinhard court says M did not have to ___ but should have ___
continue the venture, notified partner
Meinhard court says partnerships are __
indefinite and S allowed M to believe it would extend without giving notice of termination
Andrews Meinhard dissent says that the relationship between landlord and S ___
changed so new K
Andrews Meinhard dissent says that M & S venture ____
ended with lease and relationship would have to be renewed
Andrews Meinhard dissent says that the new lease was ___
different property
Andrews Meinhard dissent says that there is no need to notify partner only ___
not defraud them (level expected in a contract)
Andrews Meinhard dissent says that it was more efficient for __
S to get rid of M
A joint venture ___
binds two coadventurers in some way, less strict than partnership
Guth is fundamentally about __
corporate opportunity
Guth key facts
M offers G recipe but doesn’t give it to Loft. Instead takes $ from Loft and uses company resources for personal ventures so derivative suit Loft harmed by G.
Agents are not allowed to put ___
themselves in adversarial relationship with the principal
Corporate opportunity is a subcategory of ___
loyalty, type of theft
Three elements of corporate opportunity
1) taking something offered to company for personal use
(2) must be something company has interest in
(3) must be something company has capacity for
Loyalty is implied whenever ___
agent in conflict with the principal
Guth court says that key problem that ___
Loft put resources while getting none of the returns (all went to G personally)
Guth court says Loft should have had opportunity to get Pepsi recipe because ___
had capacity and interest as soda syrup retailer AND wholesale manufacturer
Guth remedy
Loft gets shares in Pepsi, disgorge profit to principle, fashioned in equity
Loft gets future returns in Pepsi not just ___
payments for past theft
