LAW 561-002 – Business Associations

Duty of Loyalty


The duty of loyalty flows from the fiduciary nature of the agency relationship and requires, among other things, that the agent:

  1. Account for all profits not promised to the agent. R3A § 8.02.
  2. Refrain from acting as or for an adverse party. R3A § 8.03.
  3. Refrain from competing with the principal. R3A § 8.04.
  4. Refrain from using the principal's property or confidential information for personal purposes. R3A § 8.05.
  5. Disclose relevant information to the principal. R3A § 8.11.
  6. Segregate the principal's property and keep and render accounts. R3A § 8.12.
  7. Act in accordance with a general duty of good conduct. R3A § 8.10.