Practice point: A cause of action sounding in breach of fiduciary duty must be pleaded with the particularity required by CPLR 3016(b), and the elements are (1) the existence of a fiduciary relationship; 2)
misconduct by the defendant; and (3) damages directly caused by the
defendant's misconduct.
Student note: While board members owe a fiduciary
responsibility to treat all shareholders fairly and evenly, the business judgment rule bars judicial inquiry into actions of
corporate directors taken in good faith and in the exercise of honest
judgment in the lawful and legitimate furtherance of corporate purposes.
Case: Deblinger v. Sani-Pine Prods. Co, Inc., NY Slip Op. 03963 (2d Dept. 2013).
Here is the decision.
Tomorrow's issue: An untimely summary judgment motion.
