“The elements of a cause of action for breach of fiduciary duty are:

1. existence of a fiduciary duty,
2. breach of the fiduciary duty, and
3. damage proximately caused by the breach.”

Tribeca Companies, LLC v. First American Title Ins. Co. (2015) 239 Cal.App.4th 1088, 1114; see also Apollo Capital Fund LLC v. Roth Capital Partners, LLC (2007) 158 Cal.App.4th 226, 244.

“Whether a fiduciary duty exists is generally a question of law. Whether the defendant breached that duty towards the plaintiff is a question of fact.” Marzec v. Public Employees’ Retirement Sys. (2015) 236 Cal.App.4th 889, 915 (internal citation omitted).

The breach of fiduciary duty can be based upon either negligence or fraud, depending on the circumstances. Salahutdin v. Valley of California, Inc. (1994) 24 Cal.App.4th 555, 563; see also Federal Deposit Ins. Corp. v. McSweeney (1991) 772 F.Supp. 1154, 1157. A breach of fiduciary duty claim is a species of tort distinct from a cause of action for professional negligence. Stanley v. Richmond (1995) 35 Cal.App.4th 1070, 1086.

A fiduciary relationship can arise when confidence is reposed by persons in the integrity of others, and if the latter voluntarily accepts or assumes to accept the confidence, he or she may not act so as to take advantage of the other’s interest without that person’s knowledge or consent. Slovensky v. Friedman (2006) 142 Cal.App.4th 1518, 1534; Pierce v. Lyman (1991) 1 Cal.App.4th 1093, 1101–1102.

“Before a person can be charged with a fiduciary obligation, he must either knowingly undertake to act on behalf and for the benefit of another, or must enter into a relationship which imposes that undertaking as a matter of law.” City of Hope Nat. Medical Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 386

Significantly, “the essence of a fiduciary... relationship is that the parties do not deal on equal terms because the person in whom trust and confidence is reposed and who accepts that trust and confidence is in a superior position to exert unique influence over the dependent party.” Brown v. Wells Fargo Bank, NA (2008) 168 Cal.App.4th 938, 960.

Aiding and abetting

“The elements of a claim for aiding and abetting a breach of fiduciary duty are:

1. a third party’s breach of fiduciary duties owed to plaintiff;
2. defendant’s actual knowledge of that breach of fiduciary duties;
3. substantial assistance or encouragement by defendant to the third party’s breach; and
4. defendant’s conduct was a substantial factor in causing harm to plaintiff.”

Nasrawi v. Buck Consultants, LLC (2014) 231 Cal.App.4th 328, 343; see also, American Master Lease, LLC v. Idanta Partners, Ltd. (2014) 225 Cal.App.4th 1451, 1477-1478 (where the defendant has actual knowledge of the fiduciary duties one person owes to another and provides the fiduciary with substantial assistance in breaching those duties, the defendant can be held liable for aiding and abetting a breach of fiduciary duty even though the defendant did not owe a fiduciary duty to the plaintiff).

Remedies

“[A] breach of a fiduciary duty alone without malice, fraud or oppression does not permit an award of punitive damages. Punitive damages are appropriate if the defendant’s acts are reprehensible, fraudulent or in blatant violation of law or policy. The mere carelessness or ignorance of the defendant does not justify the imposition of punitive damages.” Scott v. Phoenix Schools, Inc., 175 Cal.App.4th 702, 715-716 (2009) (internal quotation and citations omitted).

Contexts

Breach of fiduciary duty has been applied in many contexts. Here are a few.

• The relationship of attorney and client is a fiduciary relationship in which the attorney owes a fiduciary duty to the client. Rader v. Thrasher (1962) 57 Cal.2d 244, 250; Oakland Raiders v. National Football League (2005) 131 Cal.App.4th 621, 632; Great Lakes Construction, Inc. v. Burman (2010) 186 Cal.App.4th 1347, 1355.
• There can be liability under a breach of fiduciary theory when a physician fails to disclose “personal interests unrelated to the patient’s health, whether research of economic, that may affect the physician's professional judgment.” Moore v. Regents of University of California (1990)
• The real estate brokerage firm owes a fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with either the seller or the buyer, and the seller’s agent, who was executing forms on behalf of the brokerage firm, also owed the same duty to the buyer. Horiike v. Coldwell Banker Residential Brokerage Company (2016) 1 Cal.5th 1024.
• However, “[a]n insurer is not a fiduciary, and owes no obligation to consider the interests of its insured above its own.” Village Northridge Homeowners Assn. v. State Farm Fire & Casualty Co. (2010) 50 Cal.4th 913, 929.