Fiduciary Employees: Balancing Loyalty and Liability in the Workplace

The concept of fiduciary duty stands as a cornerstone of ethical and legal responsibility, commanding individuals and entities to uphold the highest standards of loyalty and care when entrusted with the well-being of others. While familiar roles like trustees, lawyers, and financial advisors often come to mind, a less explored realm exists within the workplace—the fiduciary employee.

In this article, we delve into the distinctive obligations carried by employees who are recognized as fiduciaries within their organizations. We explore the criteria that distinguish them from their non-fiduciary counterparts, the components of their fiduciary duty, and the legal precedents that shape their rights and responsibilities.

As we journey through the intricate landscape of fiduciary employees, we uncover the profound implications of their heightened loyalty to their employers and the potential ramifications when these duties are breached.

What is Fiduciary?

Before we talk about fiduciary, we need to define the meaning of fiduciary and fiduciary duty.

A fiduciary is an individual or entity that is legally and ethically obligated to act in the best interests of another party, often referred to as a beneficiary or client. This duty of loyalty and care represents one of the highest standards in the legal and financial fields. Fiduciaries are expected to prioritize the interests of their clients or beneficiaries over their own and must avoid any conflicts of interest that could compromise their ability to act impartially.

Some common examples of fiduciaries include roles that you may be familiar with, such as trustees, executors, financial advisors, lawyers, and guardians. However, a less commonly known category is the fiduciary employee, and this is the subject we will be discussing in this article.

Duty of Employee to an Organization

Every employee is inherently bound by a fundamental duty of good faith, loyalty, and fidelity to their employer, regardless of whether they hold fiduciary roles. However, it’s important to recognize that fiduciary employees bear an even greater burden of fidelity compared to their non-fiduciary counterparts, both in terms of their duties to the company and their legal requirements.

The Fiduciary Employee

The mere job title an individual holds does not by itself establish their fiduciary status. To qualify as a fiduciary employee, there must be clear evidence of the employee exercising substantial authority and control over their employer’s business operations. Fiduciary employees are typically found among high-ranking managers and directors within an organization. Consequently, they bear a fiduciary obligation to their employer that goes beyond the implied duty of fidelity expected from regular employees. At its core, a fiduciary duty is built upon principles of trust, loyalty, and confidence.

Courts consider several key factors to determine the existence of a fiduciary relationship, including:

  • Exercise of Discretion or Power: One pivotal factor is whether the individual in question has the opportunity to exercise a degree of discretion or power within their role.
  • Impact on Beneficiary’s Interests: Equally important is whether this discretion or power can be unilaterally exercised in a manner that directly affects the legal or practical interests of the beneficiary, such as the employer or a client.
  • Beneficiary’s Vulnerability: Another critical aspect is whether the beneficiary is in a position of particular vulnerability, essentially relying on the fiduciary who possesses this discretion or power.

In essence, the determination of a fiduciary relationship goes beyond titles and formal positions, focusing on the actual exercise of authority and its potential impact on those for whom fiduciary duties are owed. These principles serve as a foundation for upholding trust and accountability within professional and legal contexts.


Components of Fiduciary Duty

A fiduciary duty is a set of ethical and legal obligations that encompasses three fundamental components:

  • Conflict of Interest Avoidance: The first and foremost aspect of a fiduciary duty is the unwavering commitment to avoiding any situation where personal interests could potentially clash with the interests of the party to whom the fiduciary duty is owed. This means that individuals bound by fiduciary duty must act with absolute transparency and take proactive steps to prevent any conflicts that might compromise their impartiality or objectivity in decision-making.
  • Best Interests of the Employer: The core essence of fiduciary duty lies in an unyielding dedication to acting solely in the best interests of the entity or individual to whom the duty is owed. Whether it’s a company’s board of directors safeguarding shareholders’ interests or an employee handling financial matters on behalf of their employer, the fiduciary is entrusted with the responsibility to prioritize the welfare and prosperity of the beneficiary above all else. This entails making informed, rational decisions that maximize benefits and minimize risks for the party they serve.
  • Prohibition of Personal Profiting: The third critical facet of fiduciary duty involves a stringent prohibition against deriving personal gain or advantage from one’s position or actions as a fiduciary. Fiduciaries are duty-bound to abstain from using their privileged position to accumulate personal wealth, acquire assets, or secure benefits that would not be attainable were it not for their fiduciary role. This ensures that the fiduciary’s actions are driven solely by the best interests of the beneficiary, without any hidden agendas or self-serving motives.

Case Law on Fiduciary Employee

In the 2012 case of Veolia ES Industrial Services Inc v Brule et al., the Ontario Court of Appeal made the following observation: “Without disclosure and consent, a fiduciary cannot compete with his employer during the course of his employment. After his employment ends, the fiduciary employee generally cannot directly solicit the employer’s customers for a reasonable period of time…”

Being subject to a heightened level of loyalty implies increased responsibility for an employee recognized as a fiduciary to their employer. This heightened responsibility, in turn, exposes them to a greater risk of being dismissed with just cause when their wrongful actions come to light. Nevertheless, if the employer unjustly terminates the employment of a fiduciary employee, the employee’s fiduciary duties are extinguished and may lead to termination without cause case against the employee.

Roberts & Obradovic Law Firm

Roberts & Obradovic Law Firm is a law firm focused on providing prompt expert legal advice and representation on various corporate, privacy, employment, and litigation matters for businesses and individuals.

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