Breach of Fiduciary Duty

Stephen R. Cochell May 20, 2024

The Courts have uniformly adopted a cause of action to address cases where a party has breached their fiduciary duty.

A fiduciary duty is a legal or ethical relationship of trust between two or more parties. One party, the fiduciary, is obligated to act in the best interests of the other party, the principal. This duty arises in various relationships, including those between business partners, corporate directors and shareholders, attorneys and clients, trustees and beneficiaries, and agents and principals.

Fiduciary relationships are designed to protect the integrity of relationships that are built on special trust and confidence or created by statute.  Therefore, the courts have uniformly adopted a cause of action to address cases where a party has breached their fiduciary duty.

Elements of Breach of Fiduciary Duty

To establish a claim for breach of fiduciary duty, the plaintiff must prove the following elements:

  1. Existence of a Fiduciary Relationship: The plaintiff must demonstrate that a fiduciary relationship existed between the parties. This relationship can be formal, such as those involving trustees or corporate officers, or it can be informal, arising from a special relationship of trust and confidence.

  2. Breach of Fiduciary Duty: The plaintiff must show that the fiduciary breached their duty. This can involve acts of self-dealing, misappropriation of assets, failure to disclose material information, conflicts of interest, or other actions that violate the fiduciary’s obligations to act in the best interest of the principal.

  3. Causation: The plaintiff must prove that the breach of fiduciary duty caused harm. There must be a direct link between the fiduciary’s breach and the damages suffered by the plaintiff.

  4. Damages: The plaintiff must have suffered actual damages as a result of the breach. These can include financial losses, lost opportunities, or other measurable harm resulting from the fiduciary’s actions.

Types of Fiduciary Relationships

Several types of relationships are recognized as fiduciary in nature, including:

  • Trustee and Beneficiary: Trustees have a fiduciary duty to manage the trust assets in the best interests of the beneficiaries.

  • Corporate Directors and Shareholders: Directors and officers of a corporation owe fiduciary duties of loyalty and care to the shareholders.

  • Partners in a Partnership: Business partners owe fiduciary duties to each other, including the duty of loyalty and the duty to act in good faith.

  • Attorney and Client: Attorneys have a fiduciary duty to act in the best interests of their clients, including maintaining confidentiality and avoiding conflicts of interest.

Defenses to Breach of Fiduciary Duty

Defendants in a breach of fiduciary duty case can raise several defenses:

  1. Absence of a Fiduciary Relationship: The defendant may argue that no fiduciary relationship existed, thus negating the duty element.

  2. Good Faith and Fair Dealing: The defendant might claim they acted in good faith and with fair dealing, adhering to their fiduciary obligations.

  3. Statute of Limitations: The defendant may assert that the claim is barred by the statute of limitations. For example, in Texas, the statute of limitations for breach of fiduciary duty is typically four years from the date the breach was discovered or should have been discovered.


The remedies for breach of fiduciary duty in Texas are designed to restore the injured party to the position they would have been in had the breach not occurred. Remedies may include:

  • Compensatory Damages: To cover the actual losses suffered by the plaintiff.

  • Disgorgement: Requiring the fiduciary to surrender any profits made from the breach.

  • Constructive Trust: Imposing a trust on improperly obtained assets to ensure they are returned to the rightful owner.

  • Injunctive Relief: To prevent further breaches or to compel specific actions by the fiduciary.


By holding fiduciaries accountable for their actions, the courts ensure that individuals and entities can rely on the integrity and loyalty of those in positions of trust. Understanding the elements, defenses, and remedies associated with this cause of action is essential for protecting the interests of parties involved in fiduciary relationships.

This article is a general informational statement of the law based on Texas law and does not constitute legal advice or create an attorney-client relationship.  Readers should not consult an attorney to determine their rights and obligations under a contract in their state.