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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==
In 1902, Salmon bought a 20-year lease for the Hotel Bristol, owned by Elbridge Thomas Gerry. The hotel was located on prime real estate at 5th Avenue and 42nd Street in New York,〔Miller, Geoffry P. (Meinhard v Salmon ) New York University Law and Economics Working Papers, Year 2007, Paper 105. p. 4〕 and Salmon wished to convert the hotel into shops and offices. He did so in a joint venture with Meinhard and they put the terms of their relationship in writing. Meinhard provided the investment capital while Salmon managed the business. The first five years, Meinhard would receive 40% of the profits and 50% every year after until the twentieth year. Meinhard was given the sole power to assign the lease during the term of the venture. The venture was created to terminate at the end of the lease.
After 20 years, as the lease was expiring and the joint venture coming to an end, the owner of the reversion of the lease, Gerry, approached Salmon to negotiate a substantial redevelopment of the property. Gerry was ignorant of the partnership. The terms of the new lease contemplated destruction of the then-existing buildings after a period of seven years followed by reconstruction. Salmon resigned the lease in his individual capacity without telling Meinhard. When Meinhard found out, he sued. Meinhard argued the new opportunity belonged to the joint venture and sued to have the lease transferred to a constructive trust. Salmon argued any interest in the new lease could not belong to the joint venture since both parties expected the venture to terminate when the first lease expired.
A referee agreed the opportunity belonged to the joint venture, and awarded Meinhard a 25% interest (based on Meinhard's half interest in half the property). The Appellate Division ratcheted it up to 50%. Salmon appealed from that decision.
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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