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Meinhard V Salmon
''Meinhard v. Salmon'', 164 N.E. 545 (N.Y. 1928), is a widely cited case in which the New York Court of Appeals held that partners in a business owe fiduciary duties to one another where a business opportunity arises during the course of the partnership. The court holds that the fiduciary duty of communication was breached where a partner in a joint venture failed to inform his co-partner of a profitable opportunity that was offered by a third-party who was ignorant of the partnership. Furthermore, the duty of loyalty was breached where the partner appropriated to himself a benefit arising from his status as a partner without allowing his co-partner an opportunity to compete. This holding relates to the doctrine of corporate opportunity. Facts Meinhard claimed that his former business partner, Salmon, had violated a fiduciary duty by taking an opportunity to renew a lease in his own name without sharing the benefits. In 1902, Salmon bought a 20-year lease for the Hotel ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
New York Court Of Appeals
The New York Court of Appeals is the supreme court, highest court in the Judiciary of New York (state), Unified Court System of the New York (state), State of New York. It consists of seven judges: the Chief Judge of the New York Court of Appeals, chief judge and six associate judges, who are appointed by the Governor of New York, governor and confirmed by the New York State Senate, state senate to 14-year terms. The chief judge of the Court of Appeals also heads administration of the state's court system, and thus is also known as the chief judge of the State of New York. The Court of Appeals was founded in 1847 and is located in the New York Court of Appeals Building in Albany, New York. Nomenclature New York uses an unusual nomenclature for its state courts. In the Federal judiciary of the United States, federal court system and in all other U.S. states, the court of last resort is known as the "Supreme Court". New York, however, calls its lower courts the "New York State Sup ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Joint Venture
A joint venture (JV) is a business entity created by two or more parties, generally characterized by shared ownership, shared returns and risks, and shared governance. Companies typically pursue joint ventures for one of four reasons: to access a new market, particularly emerging market; to gain scale efficiencies by combining assets and operations; to share risk for major investments or projects; or to access skills and capabilities.' Most joint ventures are incorporated, although some, as in the oil and gas industry, are "unincorporated" joint ventures that mimic a corporate entity. With individuals, when two or more persons come together to form a temporary partnership for the purpose of carrying out a particular project, such partnership can also be called a joint venture where the parties are "''co-venturers''". A joint venture can take the form of a business. It can also take the form of a project or asset JV, created for the purpose of pursuing one specific project, ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiduciary Relationship
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (legal person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter... In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the one who ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Implied Covenant Of Good Faith And Fair Dealing
In contract law, the implied covenant of good faith and fair dealing is a general presumption that the parties to a contract will deal with each other honestly, fairly, and in good faith, so as to not destroy the right of the other party or parties to receive the benefits of the contract. It is implied in a number of contract types in order to reinforce the express covenants or promises of the contract. A lawsuit (or a cause of action) based upon the breach of the covenant may arise when one party to the contract attempts to claim the benefit of a technical excuse for breaching the contract, or when he or she uses specific contractual terms in isolation in order to refuse to perform his or her contractual obligations, despite the general circumstances and understandings between the parties. When a court or trier of fact interprets a contract, there is always an "implied covenant of good faith and fair dealing" in every written agreement. Usage in the United States Historical u ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Duty Of Loyalty
The duty of loyalty is often called the cardinal principle of fiduciary relationships, but is particularly strict in the law of trusts. In that context, the term refers to a trustee's duty to administer the trust solely in the interest of the beneficiaries, and following the terms of the trust. It generally prohibits a trustee from engaging in transactions that might involve self-dealing or even an appearance of conflict of interest. Furthermore, it requires a fiduciary to deal with transparency regarding material facts known to them in interactions with beneficiaries. Duty of loyalty in corporation law to describe a fiduciary's "conflicts of interest and requires fiduciaries to put the corporation's interests ahead of their own."''Corporations'', Fifth Edition. Examples and Explanations. Alan R. Palmiter. ASPEN. New York. p. 192. "Corporate fiduciaries breach their duty of loyalty when they divert corporate assets, opportunities, or information for personal gain." It i ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiduciary
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (legal person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter... In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the on ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Constructive Trust
In trust law, a constructive trust is an equitable remedy imposed by a court to benefit a party that has been wrongfully deprived of its rights due to either a person obtaining or holding a legal property right which they should not possess due to unjust enrichment or interference, or due to a breach of fiduciary duty, which is intercausative with unjust enrichment and/or property interference. It is a type of implied trust (''i.e.'', it is created by conduct, not explicitly by a settlor). In the United States (in contrast to England), a constructive trust remedy generally does not recognize or create any continuing fiduciary relationship — that is, a constructive trust is not actually a trust except in name. Rather, it is a fiction declaring that the plaintiff has equitable title to the property at issue, and ordering the defendant to transfer legal ownership and possession to the plaintiff. For instance, in some states the slayer rule is implemented in the form of ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
500 Fifth Avenue
500 Fifth Avenue is a 60-story, office building on the northwest corner of Fifth Avenue and 42nd Street in the Midtown Manhattan neighborhood of New York City, New York, United States. The building was designed by Shreve, Lamb & Harmon in the Art Deco style and constructed from 1929 to 1931. 500 Fifth Avenue was designed with a facade of bronze, limestone, and terracotta at the base; it is clad with brick above the fourth floor. While the lowest four floors contain a decorative exterior, little ornamentation is used above the base. The primary entrance is on Fifth Avenue, and storefronts are located at ground level. Upon its opening, the building contained design features including fast elevators, well-lit office units, and a floor plan that maximized the well-lit office space. The 1916 Zoning Resolution resulted in a structure that incorporated setbacks, resulting in the lower floors being larger than the upper floors. 500 Fifth Avenue was built for businessman Walter J. S ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Reversion (law)
A reversion in property law is a future interest that is retained by the grantor after the conveyance of an estate of a lesser quantum than he has (such as the owner of a fee simple granting a life estate In common law and statutory law, a life estate (or life tenancy) is the ownership of immovable property for the duration of a person's life. In legal terms, it is an estate in real property that ends at death, when the property rights may rever ... or a leasehold estate). Once the lesser estate comes to an end (the lease expires or the life estate tenant dies), the property automatically reverts (hence ''reversion'') back to the grantor. References Property law {{law-term-stub ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
New York City
New York, often called New York City (NYC), is the most populous city in the United States, located at the southern tip of New York State on one of the world's largest natural harbors. The city comprises five boroughs, each coextensive with a respective county. The city is the geographical and demographic center of both the Northeast megalopolis and the New York metropolitan area, the largest metropolitan area in the United States by both population and urban area. New York is a global center of finance and commerce, culture, technology, entertainment and media, academics, and scientific output, the arts and fashion, and, as home to the headquarters of the United Nations, international diplomacy. With an estimated population in 2024 of 8,478,072 distributed over , the city is the most densely populated major city in the United States. New York City has more than double the population of Los Angeles, the nation's second-most populous city. [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
42nd Street (Manhattan)
42nd Street is a major crosstown street in the New York City borough of Manhattan, spanning the entire breadth of Midtown Manhattan, from Turtle Bay at the East River, to Hell's Kitchen at the Hudson River on the West Side. The street has several major landmarks, including (from east to west) the headquarters of the United Nations, the Chrysler Building, Grand Central Terminal, the New York Public Library Main Branch, Times Square, and the Port Authority Bus Terminal. The street is known for its theaters, especially near the intersection with Broadway at Times Square, and as such is also the name of the region of the theater district (and, at times, the red-light district) near that intersection. The street also has a section of off-Broadway theaters known as Theatre Row. History Early history During the American Revolutionary War, a cornfield near 42nd Street and Fifth Avenue was where General George Washington angrily attempted to rally his troops after the Britis ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fifth Avenue
Fifth Avenue is a major thoroughfare in the borough (New York City), borough of Manhattan in New York City. The avenue runs south from 143rd Street (Manhattan), West 143rd Street in Harlem to Washington Square Park in Greenwich Village. The section in Midtown Manhattan is one of the most expensive List of shopping streets and districts by city, shopping streets in the world. Fifth Avenue carries Bidirectional traffic, two-way traffic between 135th Street (Manhattan), 143rd and 135th Streets, and one-way traffic southbound for the rest of its route. The entire avenue carried two-way traffic until 1966. From 124th Street (Manhattan), 124th to 120th Streets, Fifth Avenue is interrupted by Marcus Garvey Park, with southbound traffic diverted around the park via Mount Morris Park West and northbound to Madison Avenue. Most of the avenue has a bus lane, but no bike lane. Fifth Avenue is the traditional route for many celebratory parades in New York City and is closed to automobile tr ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
