It is well-settled in New York that a fiduciary relationship arises between two persons when one of them is under a duty to act for, or to give advice for the benefit of another, upon matters within the scope of the relation. Roni LLC v. Arfa, 18 N.Y.3d 846 (2011). Oftentimes, a fiduciary relationship arises out of a formal agreement between the parties. Classic examples include relationships between attorneys and their clients, physicians and their patients, and corporate directors and their corporations.
New York courts have also acknowledged, however, that a fiduciary relationship can be created informally under "special circumstances." These informal relationships require a much more fact-intensive analysis by the courts to determine if the parties owe certain fiduciary duties to one another. Recently, the Commercial Division has grappled with the question of whether a close friendship could be the kind of special circumstances that can give rise to fiduciary duties.
Publication
The US Supreme Court has ruled that a “pure omission” under Item 303 of Securities and Exchange Commission Regulation S–K cannot give rise to a private action for securities fraud under Section 10(b) and Rule 10b-5(b) of the Securities Exchange Act of 1934.
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