B. [§ 3.208] Elements

• Jurisdiction: Maryland

B. [§ 3.208] Elements

To establish a breach of fiduciary duty, plaintiff must demonstrate (1) the existence of a fiduciary relationship, (2) breach of the duty owed by the fiduciary to the beneficiary, and (3) harm to the beneficiary resulting from the breach. Plank v. Cherneski, 469 Md. 548 at 559, 231 A.3d 436 (2020). Also see Lyon v. Campbell, 120 Md. App. 412, 707 A.2d 850 (1998) (also discussing the "corporate opportunity doctrine," which prohibits a fiduciary from usurping, for personal benefit, a business opportunity that rightfully belongs to the corporation). For a thorough consideration of the fiduciary duties of directors of corporations, see Storetrax.com, Inc. v. Gurland, 397 Md. 37, 915 A.2d 991 (2007). See also Mona v. Mona Elec. Grp., Inc., 176 Md. App. 672, 934 A.2d 450 (2007) (discussing the necessary showing to overcome the business judgment rule).

A confidential relationship arises under the same circumstances as a fiduciary relationship. Thus, the terms "fiduciary" and "confidential" are often used interchangeably. Gerson v. Gerson, 179 Md. 171, 20 A.2d 567 (1941); Jones v. J.H. Hiser Constr. Co., 60 Md. App. 671, 484 A.2d 302 (1984). Characteristic of these relationships is the dominion and influence by one person over the other. Midler v. Shapiro, 33 Md. App. 264, 364 A.2d 99 (1976). See Della Ratta v. Larkin, 382 Md. 553, 578-79, 856 A.2d 643, 658-59 (2004), for a discussion of the partnership relationship as a fiduciary relationship, creating fiduciary duties.

A confidential relationship exists between two persons when one has the confidence of the other and purports to act or advise with the other's interest in mind. The confidential relationship may exist without the fiduciary relationship. It occurs in many instances arising out of a family relationship, or friendship or such relation of confidence as that which arises between doctor and patient. See Hale v. Hale, 74 Md. App. 555, 539 A.2d 247 (1988).

Whenever a confidential or fiduciary relationship is established, the burden falls upon the dominant or trusted party to show that his or her conduct was proper. Desser v. Woods, 266 Md. 696, 296 A.2d 586 (1972). Hence, at trial, establishing the existence of a confidential or fiduciary relationship is significant because the plaintiff can then shift the burden of production, although not the burden of persuasion, to the defendant. Id. at 708-09, 296 A.2d at 593; see also Frederick Rd. Ltd. P'ship v. Brown & Sturm, 360 Md. 76, 756...