California Court of Appeal

In plaintiffs' action for breach of contract, breach of fiduciary duty, and false promise in connection with a $75,000 investment in defendants' company, jury's determination of liability on the breach of contract and breach of fiduciary duty claims are affirmed where: 1) substantial evidence supports successor liability; 2) substantial evidence supports jury's determination of a separate and independent basis for breach of contract claim based on ratification; 3) there is no basis to interfere with the jury's finding that defendants owed fiduciary duties to plaintiff as a pre-incorporation investor - the indistinguishable factual equivalent of a shareholder or member or subscriber - in the circumstances of this case; 4) there is no basis for reduction in the judgment; 5) the jury was at liberty to award punitive damages in connection with the defendants' breach of fiduciary duty; and 6) defendants' remaining claims of instructional error and inconsistent special verdict findings are without merit.

Appellate Information

• Decided 10/11/2012
• Published 10/11/2012

Judges

• Rubin

Court

• California Court of Appeal

Counsel