Claim for Breach of Fiduciary Duty in Breach of Contract Action Rejected

Claim for Breach of Fiduciary Duty in Breach of Contract Action Rejected

         In a recent decision by Judge Coffman of the Western District, a claim for breach of fiduciary duty in the breach of an employment agreement was rejected on a motion to dismiss.  Gonzalez v. Imaging Advantage, LLC, 2011 WL 6092469 (W.D. Ky. Dec. 7, 2011).

         Alberto Gonzalez, a radiologist, entered into an agreement with Imagining Advantage pursuant to which he performed professional services reading radiology scans.  They had a falling out with respect to the amount of work directed to him and his consequent compensation, his hours and conditions of service.  While the Court allowed a straight breach of contract and intentional misrepresentation - fraud - negligent misrepresentation claims to proceed, on a motion to dismiss, the Court rejected claims for promissory estoppel, implied contract, quasi-contract and quantum meruit, wrongful termination, intentional infliction of emotional distress, defamation, interference with prospective contractual relationships and retaliation, and a wage claim under KRS 337.385.  As to the claim for breach of fiduciary duty, the Court wrote:

Gonzalez’s claim for breach of fiduciary duty fails outright.  Basic contractual relationships (such as the contract between Gonzalez and IA) do not give rise to fiduciary duties.

        The Court went on to analyze and reject Gonzalez’s assertion that there existed a joint venture between himself and Imaging Associates, finding that the profit sharing, as well as the exposure to losses, elements in the finding of a partnership were absent.