美国公司法案例-Meinhard v. Salmon |
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时间:2008-05-07
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164 N.E. 545 (N.Y. 1928), New York Court of Appeals Background of the case Twenty years later, when the lease was about to run out and the joint venture therefore to dissolve, the property owner approached Salmon (the only one of the parties that had ever dealt with the owner) and offered him an opportunity to lease a much larger swath of property, including the current building, for a much bigger redevelopment project. Salmon agreed and entered into a new lease between himself and the property owner, without informing or involving Meinhard. When Meinhard learned of this deal, he sued to be let into the deal on the grounds that the opportunity to renew the lease belonged to the joint venture. A referee agreed, and awarded Meinhard a 25% interest (based on Meinhard's half interest in half the property); the Appellate Division ratcheted it up to 50%; and Salmon appealed from that decision. The court's decision The court further held that Salmon was an agent for the joint venture, and when Salmon agreed to the new business opportunity—which was made available to Salmon only because he held that position with relation to the joint venture—Salmon carried the joint venture into the new lease with him. This decision extended the duties of partnership far beyond duties under a contract. It determined that in such a relationship, loyalty must be undivided and unselfish, and that a breach of fiduciary duty can occur by something less than fraud or intentional bad faith. Andrews' dissent |
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