I am taking a break from Twitter for Lent (although my blogging software automatically tweets a link to new posts), but my minions occasionally alert me to tweets of interest. To wit:
I'm seriously hoping we get a corporate opportunity opinion out of this to replace an old WWII bribery case, right @ProfBainbridge? https://t.co/ee4bxstCvk
— Dave Hoffman (@HoffProf) March 13, 2019
Dave speaks, of course, of Reading v. Regem, a British case on secret profits in agency law, which has long been a staple of the Klein, Ramseyer & Bainbridge Business Associations case book. I hate to tell Dave this, but while I am just one vote out of three, I will strain every sinew to defend Reading. I love that case. It's a wonderful teaching tool.
- What is the precise nature of the fiduciary duty breach?
- Was the principal injured?
- If not, why is the agent liable?
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Was “the position which he occupies,”“the real cause of his obtaining the money as distinct from merely affording the opportunity for getting it”?
- Why is disgorgement the remedy here?
- How do you distinguish this case from a law professor using a law school computer to work on a private blog that generates advertising revenue for the professor and not the law school?
Having said that, the college admission scandal does touch on a question that has always interested me; namely, is there a breach of the corporate opportunity doctrine when the opportunity being taken is itself illegal? (I'm assuming arguendo it would have violated some law for USC et al. to have participated in the scheme.) But that'll have to wait for a later post.
