The defendant engaged in a multi-year course of fraudulent conduct against his employer by issuing bogus expense reports and writing himself company checks for “advances” that he wasn’t entitled to. After lodging criminal embezzlement charges, the plaintiff brought civil claims.
The plaintiff sued for compensatory and punitive damages under breach of fiduciary duty and fraud theories. It also asserted a specific performance claim seeking the defendant’s turn over of his stock shares.
The defendant countered that the plaintiff gave up much of its claims by signing an earlier written release (the “Release”) after the plaintiff first encountered the defendants’ fraudulent conduct. The defendant also claimed the plaintiff was unjustly enriched by retaining certain profits the defendant claimed he was owed.
The trial court found for the plaintiff on all claims and rejected the defenses and counterclaims.
Upholding the hefty money judgment, which included a $2M punitive damage award, the Court answered some important questions on the proper measure of damages for a corporate officer’s breach of fiduciary duty and the circumstances that justify voiding a written release of claims.
The court synthesized this patchwork of legal principles during its analysis:
– Corporate shareholders owe fiduciary duties of loyalty to both the corporation and the other shareholders;
– Where an agent breaches a fiduciary duty to a principal, the damage award is within the court’s equitable discretion;
– The complete forfeiture of salary during the time the fiduciary was breaching his duty to the corporation is a proper damage measure in cases of intentional misconduct;
– The purpose of the salary forfeiture remedy is to deprive the wrongdoer of his gains from his breach of duty and to deter disloyalty;
-Punitive damages are also awarded at the court’s discretion and can only be nullified if they are the result of passion, partiality or corruption;
– A 3:1 ratio (punitive damages to compensatory damages) is recognized as an acceptable (“not excessive”) figure;
– When parties who stand in a fiduciary relationship to each other sign a release that settles or gives up potential claims, the release can be undone if one party withholds material facts surrounding the signing of the release;
– A release will not include claims that weren’t in the parties’ contemplation
The defendant’s several-year campaign of blatant fraud as evidenced in part by the defendant’s guilty plea in the criminal case justified the court ordering the defendant’s wholesale forfeiture of his salary during the operative time span (about $7M).
The court also held that the $2M in punitive damages bore a reasonable relationship to the $1.2M in phony checks cashed by the defendant. The punitive award fell below a 2:1 ratio and so was acceptable under the law.
The court ruled that the Release was voidable by the plaintiff since two corporate shareholders testified that they signed the Release based on the plaintiff’s promise that his fraud against the company was brief.
The court also affirmed summary judgment on the specific performance claim through which the plaintiff sought to compel performance stock repurchase provisions of a shareholders agreement.
The court rejected the defendant’s election of remedies doctrine noting that it only applies to prevent double recovery where a plaintiff seeks inconsistent remedies for the same cause of action.
Normally, a plaintiff can’t recover damages for breach of contract and also obtain specific performance of that same contract. He must choose on or the other. Here, though, election of remedies didn’t apply: plaintiff’s money damages were predicated on the defendant’s fraudulent conduct while the specific performance order related solely to the stock repurchase agreement. ¶¶ 78-80.
(1) Complete forfeiture of an executive’s compensation is a proper damage remedy where the executive intentionally violates fiduciary duties to the corporation;
(2) A release won’t encompass claims that weren’t in the parties’ contemplation – especially where one party is a fiduciary who hoodwinks the other;
(3) A 3:1 punitive damage:actual damage ratio is generally acceptable and won’t be overturned as excessive.