Thus, the Court dismisses Plaintiffs' breach of fiduciary duty claim for failure to state a valid claim.Ī corporation is a necessary party to a derivative action.
However, payment for a lender's services does not amount to an exceptional circumstance between a borrower and a lender that gives rise to a special relationship. Plaintiffs argue that Defendants undertook a fiduciary duty because they were compensated to work on Plaintiffs' behalf. Motors Acceptance Corp., 494 F.3d 865 (9th Cir.2007).FN1 Here, Plaintiffs have not alleged facts that could give rise to a special relationship or exceptional circumstances. Motors Acceptance Corp., 359 F.Supp.2d 1075, 1090 (D.Nev.2004) (stating "the Court is satisfied that the Nevada Supreme Court would hold that an arms-length lender-borrower relationship is not fiduciary in nature, absent exceptional circumstances"), aff'd in relevant part by Giles v. Courts have repeatedly held that a lender owes no fiduciary duties to a borrower absent exceptional circumstances, such as when a special relationship exists between the two parties. It does not follow, however, that all breaches of fiduciary duty must be included under the rubric of fraud and therefore be subject to Rule 9(b)'s heightened pleading standard.Ī fiduciary is a "person who is required to act for the benefit of another person on all matters within the scope of their relationship one who owes to another the duties of good faith, trust, confidence, and candor." See Black's Law Dictionary (8th ed.2004). at 174 (defendant director usurped a corporate opportunity to lease property with intent to relet the property to the corporation at a substantial personal profit). Certainly, a director of a corporation may breach his fiduciary duties by means of fraud, as the defendant in Golden Nugget did.
Golden Nugget stands for the proposition that when a corporate officer breaches his fiduciary duties by means of fraud, the appropriate statute of limitations under Nevada law is the one governing actions for fraud or mistake. It does not appear to us, however, that Golden Nugget stands for such a broad statement.
Defendant asserts, and Plaintiff apparently does not dispute, that "nder Nevada law, breach of fiduciary duty is a specie of fraud." (D.'s Motion 2(# 14).) In support of this proposition, Defendant cites Golden Nugget, Inc.
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