PJC Business

PJC 104.3

F IDUCIARY D UTY

arises from an attorney-client relationship, see the current edition of State Bar of Texas, Texas Pattern Jury Charges—Malpractice, Premises & Products PJC 61.12. Source of question and instruction. The question and instruction are based on principles stated in Crim Truck & Tractor Co. v. Navistar International Transportation Corp. , 823 S.W.2d 591, 594 (Tex. 1992) (fiduciary duty requires party to place interest of other party before his own); Stephens County Museum, Inc. v. Swenson , 517 S.W.2d 257, 261 (Tex. 1974) (material issues are whether fiduciary made reasonable use of trust and confidence placed in him and whether transactions were ultimately fair and equitable to beneficiary); Fitz-Gerald v. Hull , 237 S.W.2d 256, 264–65 (Tex. 1951) (fiduciaries owe utmost good faith and most scrupulous honesty); Slay v. Burnett Trust , 187 S.W.2d 377, 387–88 (Tex. 1945) (duty of loyalty prohibits trustee from using advantage of his position to gain any benefit for himself at expense of his cestui que trust and from placing himself in any position where his self-interest will or may conflict with his obligations as trustee); Kinzbach Tool Co. v. Corbett-Wallace Corp. , 160 S.W.2d 509, 512–14 (Tex. 1942) (it is duty of fiduciary to deal openly and to make full disclosure to party with whom he stands in such relationship); Johnson v. Peck ham , 120 S.W.2d 786, 787 (Tex. 1938) (fiduciaries required to make full disclosure of all material facts within their knowledge relating to fiduciary relationship; it is neces sary to make disclosure of all important information), cited in Schlumberger Technol ogy Corp. v. Swanson , 959 S.W.2d 171, 175, 181 (Tex. 1997); Lundy v. Masson , 260 S.W.3d 482, 503–04 (Tex. App.—Houston [14th Dist.] 2008, no pet.) (fiduciaries owe utmost good faith and most scrupulous honesty); and Salas v. Total Air Services, LLC , 550 S.W.3d 683, 692 (Tex. App.—El Paso 2018, no pet.) (at-will employee who ran a competing business while still working for employer). Broad-form submission. PJC 104.3 is a broad-form question designed to be accompanied by one or more appropriate instructions. Tex. R. Civ. P. 277 requires that “the court shall, whenever feasible, submit the cause upon broad-form questions.” Tex. R. Civ. P. 277; see Thota v. Young , 366 S.W.3d 678, 689 (Tex. 2012) (rule 277’s use of “whenever feasible” mandates broad-form submission in any or every instance in which it is capable of being accomplished). For further discussion, see PJC 116.2 regarding broad-form issues and the Casteel doctrine. Modification of question or instruction. The instruction may require modifica tion based on the specific facts involved. Not every fiduciary relationship creates a general fiduciary duty. See KCM Financial LLC v. Bradshaw , 457 S.W.3d 70, 74, 80– 82 (Tex. 2015) (holding that scope of executive-right holder’s fiduciary duty to non executive-right holder is to act with utmost good faith and fair dealing, but scope of duty does not require executive to wholly subordinate its interests to non-executive’s interests when their interests conflict); National Plan Administrators, Inc. v. National Health Insurance Co. , 235 S.W.3d 695, 700–704 (Tex. 2007) (recognizing parties’ agreement to limit fiduciary duties that would otherwise exist between agent and prin cipal); Sterling Trust Co. v. Adderley , 168 S.W.3d 835, 846–47 (Tex. 2005) (sustaining

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