Fiduciary Loyalty
Protecting the Due Performance of Non-Fiduciary Duties
By: Matthew Conaglen
About This Book
Winner of the second SLS Peter Birks Prize for Outstanding Legal Scholarship 2010. Fiduciary Loyalty presents a comprehensive analysis of the nature and function of fiduciary duties. The concept of loyalty, which lies at the heart of fiduciary doctrine, is a form of protection which is designed to enhance the likelihood of due performance of non-fiduciary duties, by seeking to avoid influences or temptations that may distract the fiduciary from providing such proper performance. In developing this position, the book takes the novel approach of putting to one side the difficult question of when fiduciary duties arise in order to focus attention instead on what fiduciary duties do when they are owed. The issue of when fiduciary duties arise can then be returned to, and considered more profitably, once a clear view has emerged of the function that such duties perform. The analysis advanced in the book has both practical and theoretical implications for understanding fiduciary doctrine. For example, it provides a sound conceptual footing for understanding the relationship between fiduciary and non-fiduciary duties, highlighting the practical importance of analysing both forms of duties carefully when considering fiduciary claims. Further, it explains a number of tenets within fiduciary doctrine, such as the proscriptive nature of fiduciary duties and the need to obtain the principal's fully informed consent in order to avoid fiduciary liability. Understanding the relationship between fiduciary and non-fiduciary duties also provides a solid foundation for addressing issues concerning compensatory remedies for their breach and potential defences such as contributory fault. The distinctive purpose that fiduciary duties serve also provides a firm theoretical basis for maintaining their separation from other forms of civil obligation, such as those that arise under the law of contracts and of torts.
AI Overview
Overview of "Fiduciary Loyalty" by Matthew Conaglen
Key Themes:
- Fiduciary Doctrine: The book delves into the theoretical and practical aspects of fiduciary doctrine, focusing on the concept of fiduciary loyalty.
- Non-Fiduciary Duties: It explores how fiduciary duties are linked to non-fiduciary duties, emphasizing that fiduciary loyalty is essential for ensuring the proper performance of these non-fiduciary obligations.
- Jurisdictional Differences: The text acknowledges that Common Law jurisdictions do not share a uniform approach to fiduciary law, highlighting the importance of understanding these differences in legal classification and remedial options.
Plot Summary:
- Conceptual Approach: The book takes a novel and conceptually subtle approach to explaining the significance of fiduciary loyalty. It subjects certain rules of equity to sustained analysis, moving beyond the content of disparate rules to their underlying basis. This approach aims to explain why fiduciary duties exist and how they serve a broader instrumental purpose.
- Traditional Weaknesses: The text diagnoses the traditional weaknesses of previous theories of fiduciary law, particularly the tendency to treat Common Law jurisdictions as sharing a monolithic approach. It emphasizes that these jurisdictions often have distinct approaches, which is crucial for understanding the complexities of fiduciary law.
Critical Reception:
- Scholarly Insight: The book is described as a work of exceptional scholarship, providing much insight and clarity into the theoretical and practical operation of fiduciary doctrine.
- Well-Considered Argument: The argument underpinning Dr. Conaglen's auxiliary theory of fiduciary duties is tightly made from the outset, with an impressively well-considered second chapter that critiques traditional theories.
- Policy-Loaded Area of Law: The book is recognized for its sensitivity to the policy-loaded nature of fiduciary law, particularly in how obligations are classified and remedial options are determined.
Publication Details:
- Author: Matthew Conaglen
- Publisher: Hart Publishing
- Edition: 1st Edition
- Publication Date: 2010
Overall, "Fiduciary Loyalty" by Matthew Conaglen offers a comprehensive and nuanced exploration of fiduciary doctrine, highlighting the importance of fiduciary loyalty in ensuring the due performance of non-fiduciary duties. The book's critical reception praises its scholarly insight and well-considered argument, making it a significant contribution to the field of fiduciary law.