Gelof v. Prickett, Jones & Elliott, P.A., No. 4930-VCS (Del. Ch., Feb. 19, 2010), read letter ruling here.
This letter decision from the Delaware Court of Chancery explains why the claims made in this case were not within its limited jurisdiction. That is, despite the claim of a breach of fiduciary duty, there was no equitable jurisdiction.
This case describes the nuances of the limitations on the jurisdiction of the Delaware Court of Chancery. The Court determined that despite incantations of terminology that "sounds like" it would fit within the Court’s equitable jurisdiction, the claims only sought a legal remedy and were not based on an equitable right. Nor was there a statutory basis for the Court to exercise jurisdiction. Thus, the case was transferred to the Delaware Superior Court, the state’s trial court of general jurisdiction. The recent Chancery decision in Sokol reached a similar conclusion, finding a lack of juridisdiction based on similar facts. That case was highlighted on this blog here.
The Court "paints in shades of grey" the reasoning for this decision that clarifies those types of fiduciary duties that are not of the variety that fit within the confines of this specialty Court’s jurisdiction. The distinction the Court makes is between the type of fiduciary duty that includes managing the assets of a beneficiary, and the separate form of relationship that "merely" involves trust being placed in another, such as one seeking medical or legal advice, for example.
The stereotypical fiduciary relationship over which the Court of Chancery often exercises its limited jurisdiction is that between a director of a corporation and its shareholders. This case, however, dealt with a claim of professional negligence. Although the lawyer/client relationship does have a fiduciary aspect, it is not the type of fiduciary relationship that fits within the constricted jurisdiction of the Court of Chancery.
Although other cases summarized on this blog over the years have defined what types of "business" relationships create fiduciary duties, this decision focuses on the more nuanced aspect of what types of fiduciary relationships allow the Court of Chancery to exercise jurisdiction over them due to alleged claims regarding either misfeasance or nonfeasance in that relationship. In this case, the remedy sought was purely legal and the fiduciary claim was identical to the negligence claim. As the Court reasoned:
What equity polices are fiduciaries who actually take control over and make decisions regarding the assets of other persons.
Slip op at 6. The claims in this case did not involve one person taking control over and making decisions regarding the assets of another person. In further support of its conclusion, the Court quoted from a law review article as follows:
In any of the paradigmatic forms [of the fiduciary relationship], a
beneficiary entrusts a fiduciary with control and management of an asset. Ideally, for the beneficiary, this relationship would be governed by specific rules that dictate how the fiduciary should manage the asset in the beneficiary’s best interests. In fact, however, the fiduciary’s obligations are open-ended. Because asset management necessarily involves risk and uncertainty, the specific behavior of the fiduciary cannot be dictated in advance. Moreover, constant monitoring of the fiduciary’s behavior, which would protect the beneficiary, often is prohibitively costly . . . . The fiduciary relationship exposes a beneficiary/principal to two distinct types of wrongdoing: first, the fiduciary may misappropriate the principal’s asset or some of its value (an act of malfeasance); and second, the fiduciary may neglect the asset’s management (an act of nonfeasance). Each type of wrongdoing is controlled by imposing a legal duty upon the fiduciary.
Slip op. at 7 (citing Robert Cooter & Bradley J. Freedman, The Fiduciary Relationship: Its Economic Character and Legal Consequences, 66 N.Y.U. L. REV. 1045, 1046-47 (1991) (emphasis added)).
UPDATE: Though not referring to this case, a recent post by Professor Ribstein here addresses several types of relationships that are referred to as fiduciary relationships.