The Fiduciary Obligation as a Duty of Ethics

Laby examines the fundamental nature of fiduciary duties, arguing that the irreducible core of fiduciary obligation is the duty to adopt the principal's goals, objectives, or ends. The article critiques contractual approaches to understanding fiduciary relationships, demonstrating that many fiduciary duties cannot be fully explained by contract theory alone. Drawing from Immanuel Kant's moral philosophy, Laby develops the concept of imperfect duty, which contrasts with perfect duties of omission. Fiduciary duties represent open-ended, generalized obligations to pursue another's objectives. The author examines historical case law and contemporary fiduciary relationships including trusts, corporate governance, and partnerships to illustrate how adoption of ends better explains fiduciary duties than contractual frameworks. Laby explores variations in fiduciary relationships and the negotiability of fiduciary terms, demonstrating that some fiduciary obligations remain immutable despite contractual freedom. The analysis reveals core fiduciary principles that transcend traditional contract analysis.

Topics: Legal Theory

Keywords: fiduciary duty · fiduciary law · Kantian ethics · corporate governance · trusts