Wis JI-Civil 2784

Special Verdict Questions Nos. ______ relate to the breach of fiduciary duty (claim)

(claims) made by (plaintiff). To prevail on a claim for breach of fiduciary duty, (plaintiff)

must prove the following three elements: first, (defendant) owed (plaintiff) a fiduciary

duty; second, (defendant) breached that duty; and third, the breach of duty caused injury to

(plaintiff).1

Fiduciary Duty–Definition

A fiduciary is a person who has undertaken a special position with regard to another.

Because of their special position, a fiduciary is required to act for the benefit of another

person on all matters within the scope of their relationship. This obligation is characterized

as one of fidelity and loyalty, requiring the fiduciary to act solely for the benefit of the

other person in all matters connected with the relationship, even at the expense of the

fiduciary’s own interests.2

[Insert nature of relationship and basis for alleged fiduciary duty]

[Corporate officers and directors are fiduciaries and owe duties of loyalty, good faith,

and fair dealing in conducting corporate business and in dealing with shareholders.3

Officers and directors may not use their position of trust to further a private interest. An

officer or director is precluded from exploiting their position for personal gain when the

benefit or gain belongs to the corporation.4]

[Additionally, majority shareholders have a fiduciary duty to avoid conduct that

unfairly benefits the majority shareholders at the expense of the minority shareholders.5]

[A fiduciary relationship may be created by contract, such as the relationship between

a trust and trustee. When the fiduciary is a trustee, generally the tasks that the trustee is

agreeing to undertake are set out in the trust agreement. A trustee is under a duty of

undivided loyalty to the beneficiaries of the trust. As a result, a trustee may not profit

personally from their position as a trustee apart from their agreed-upon compensation. A

trustee has an affirmative duty to make full disclosure of all facts relevant to the transaction

the beneficiary is about to undertake.]6

[Attorneys owe a fiduciary duty of loyalty to their clients. An attorney may breach that

duty of loyalty if the attorney enters into a transaction with the client without fully

informing the client that the transaction will potentially benefit the attorney and potentially

disadvantage the client.7]

[In a (general partnership) (LLC), each (partner) (member) (manager) owes fiduciary

duties of loyalty and good faith to the others and to the enterprise. They must not profit at

the expense of (their co-owners) (the entity) and must deal fairly and in good faith.]8