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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 Bris ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
New York Court Of Appeals
The New York Court of Appeals is the highest court in the Unified Court System of the State of New York. The Court of Appeals consists of seven judges: the Chief Judge and six Associate Judges who are appointed by the Governor and confirmed by the 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. Its 1842 Neoclassical courthouse is located in New York's capital, Albany. Nomenclature In the Federal court system, and most U.S. states, the court of last resort is known as the "Supreme Court". New York, however, calls its trial and intermediate appellate courts the " Supreme Court", and the court of last resort the Court of Appeals. This sometimes leads to confusion regarding the roles of the respective courts. Further adding to the misunderstanding is New York's terminology for jurists on its top two courts. Those who sit on its su ... [...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 economic risk, 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. According to Gerard Baynham of Water Street Partners, there has been much negative press about joint ventures, but objective data indicate that they may actually outperform wholly owned and controlled affiliates. He writes, "A different narrative emerged from our recent analysis of U.S. Department of Commerce (DOC) data, collected from more than 20,000 entities. According to the DOC data, foreign joint ventures of U.S. companies realized a 5.5 percent average return on assets (ROA), while those companies’ wholly owned and controlle ... [...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 (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 trust ... [...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. History In U.S. law, the legal concept of ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Duty Of Loyalty
The duty of loyalty is often called the cardinal principal 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 ... [...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 (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 trus ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Constructive Trust
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). Definition Constructive trusts are imposed by operation of law. They are also referred to as implied trusts. They are not subject to formality requirements. Unlike a resulting trust, which also arises by operation of law, a constructive trust does not give effect to the imputed/presumed intention of the parties. Instead, constructive trusts are largely said to be triggered by unconscionability. This is the idea that a defendant would be unjustly enriched if they were allowed to keep property for themsel ... [...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 Midtown Manhattan, New York City. 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 of 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. Salmon Sr. In the 1920s, prior to the buil ... [...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 that he has (such as the owner of a fee simple granting a life estate 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. A reversion interest is logically similar, but not legally identical, to the rights retained by someone who lends his property to another for a limited time. Although the bailee has the right to possess the property during the limited duration, these rights are neither permanent nor exclusive. When the time comes, the property rights of possession will terminate and return to the holder of the reversion. Reversions are commonly created in real property transactions, particularly during lease arrangements as well as devise (the transfer of real property through a will). In the context of ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
New York City
New York, often called New York City or NYC, is the most populous city in the United States. With a 2020 population of 8,804,190 distributed over , New York City is also the most densely populated major city in the United States, and is more than twice as populous as second-place Los Angeles. New York City lies at the southern tip of New York State, and constitutes the geographical and demographic center of both the Northeast megalopolis and the New York metropolitan area, the largest metropolitan area in the world by urban landmass. With over 20.1 million people in its metropolitan statistical area and 23.5 million in its combined statistical area as of 2020, New York is one of the world's most populous megacities, and over 58 million people live within of the city. New York City is a global cultural, financial, entertainment, and media center with a significant influence on commerce, health care and life sciences, research, technology, education, ... [...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 hosts some of New York's best known 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. 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 British landing at Kip's Bay, which scattered many of the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fifth Avenue
Fifth Avenue is a major and prominent thoroughfare in the borough of Manhattan in New York City. It stretches north from Washington Square Park in Greenwich Village to West 143rd Street in Harlem. It is one of the most expensive shopping streets in the world. Fifth Avenue carries two-way traffic from 142nd to 135th Street and carries one-way traffic southbound for the remainder of its route. The entire street used to carry two-way traffic until 1966. From 124th to 120th Street, Fifth Avenue is cut off by Marcus Garvey Park, with southbound traffic diverted around the park via Mount Morris Park West. Most of the avenue has a bus lane, though not a bike lane. Fifth Avenue is the traditional route for many celebratory parades in New York City, and is closed on several Sundays per year. Fifth Avenue was originally only a narrower thoroughfare but the section south of Central Park was widened in 1908. The midtown blocks between 34th and 59th Streets were largely a resid ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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