Legal Memorandum: Duty of Disclosure in CA

Issue: Under California law, when do executives of a corporation owe a duty of disclosure to their employees?

Area of Law: Business Organizations & Contracts, Employee Law
Keywords: Duty of disclosure; Executives of a corporation; Employees
Jurisdiction: California
Cited Cases: 1 Cal. 3d 586; 77 Cal. App. 2d 795; 25 Cal. 2d 2; 208 Cal. App. 3d 881; 134 Cal. App. 2d 518; 25 Cal. 2d 226
Cited Statutes: None
Date: 09/01/2000

 A corporation and it’s senior executive group would be considered fiduciaries as to an employee if :  They were his employer and the executives to whom he reported.  They were the people who had recruited him and promised what his new job would include.  As fiduciaries, these people all owe an employee the highest duties of loyalty and full disclosure.  See A s "Unjian v. Berman (1989) 208 Cal. App. 3d 881, 886." c 1 l "Unjian v. Berman (1989) 208 Cal. App. 3d 881"Unjian v. Berman (1989) 208 Cal. App. 3d 881, 886. 

See A s "Bowman v. McPheeters (1947) 77 Cal. App. 2d 795, 800" c 1 l "Bowman v. McPheeters (1947) 77 Cal. App. 2d 795"Bowman v. McPheeters (1947) 77 Cal. App. 2d 795, 800. “The principle that full disclosure is required has been applied and expressed in one form or another in several . . . decisions dealing specifically with the question of fraudulent concealment of a cause of action in its relation to the statute of limitation[s]."  A s "Bowman v. McPheeters (1947) 77 Cal. App. 2d 795, 800" c 1Bowman, 77 Cal. App. 2d 795, 800.  "[T]he breach of a duty to disclose known facts with the intention to and which does hinder commencement of an action until the action would be outlawed, is a fraud practiced upon the […]

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