28 Pages Posted: 20 Oct 2008
Date Written: October 16, 2008
Benjamin Cardozo's 1928 opinion in Meinhard v. Salmon that co-venturers owe each other "the punctilio of an honor the most sensitive" remains, 80 years later, a defining point for framing the discussion of fiduciary duty, still the most important issue in the law of business associations. This work develops the story of Messers. Meinhard and Salmon and their relationship with the very wealthy Livingston/Gerry family who owned the land in New York City at Fifth Avenue and 42nd Street that gave rise to this long-running dispute. The context helps delineate the scope of fiduciary duty in a way that Cardozo's memorable language does not. This in turn leads to a discussion of the role of private ordering in structuring relationships where such a duty may not be desired and what this classic case may tell us about contracting out of fiduciary duty in a modern setting.
Keywords: fiduciary duty, Cardozo, director's duty, contracting out
JEL Classification: K22
Suggested Citation: Suggested Citation
Thompson, Robert B., The Story of Meinhard v. Salmon and Fiduciary Duty's Punctilio (October 16, 2008). Vanderbilt Public Law Research Paper No. 08-44. Available at SSRN: https://ssrn.com/abstract=1285705 or http://dx.doi.org/10.2139/ssrn.1285705
By Arthur Laby