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Business Torts
Copyright 2017, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

2-22 Business Torts 22.syn


Usurpation of Corporate Opportunity


Joseph D. Zamore

Chapter Summary


This chapter of Business Torts covers usurpation of corporate opportunity. A usurpation occurs when corporate fiduciaries, such as officers or directors, misappropriate to themselves a business opportunity that rightfully belongs to the corporation.

The chapter first discusses the factors to consider and tests applied by the courts in determining whether an opportunity is corporate, including the interest or expectancy test, the line of business test, and the fairness test. The financial ability of the corporation to take advantage of the opportunity is also discussed. The chapter considers practice matters such as the burden of proof on the part of the plaintiff asserting usurpation and on the part of the fiduciary asserting good faith. The chapter concludes with a discussion of the remedies of damages, restitution, and constructive trusts.

Business Torts (Matthew Bender) provides extensive coverage of a variety of issues relating to important business torts, such as breach of fiduciary duty, including directors' and officers' liability; unjust dismissal; actions involving employment covenants not to compete; commercial defamation; deceptive advertising; interference with contract relations, prospective advantage, lawful business, and employment relations; trade secret misappropriation; antitrust violations; private RICO actions in the commercial context; trademark, copyright, and patent infringement; products liability; lender liability; liability for environmental impairment; and premises liability. It further provides guidance on obtaining insurance coverage for business torts through endorsements to comprehensive general liability policies or through separate, specialized policies.


Business Tort,Usurpation of Corporate Opportunity,Breach of Fiduciary Duty,Conflict of Interest,Corporate Opportunity Doctrine,Fairness Test,Expectancy Test,Interest Test,Line of Business Test,Constructive Trusts,Corporate Director,Corporate Officer,Misappropriation


For a discussion of unfair trade torts, see Chapter 17, Trade Secrets; Chapter 18, Covenants Not to Compete in the Sale of a Business; Chapter 19, State Consumer Protection Laws; and Chapter 21, Franchise Disputes.

For a discussion of third party interference torts, see Chapter 11, Interference with Contract Relations; Chapter 12, Interference with Prospective Advantage; Chapter 13, Interference with Lawful Business; and Chapter 14, Interference with Employment Relations.

For a discussion of fiduciary duties generally, see Chapter 2, Breach of Fiduciary Duty.


See Liability of Corporate Officers and Directors (Matthew Bender) for expert discussion on virtually every aspect of director and officer liability, loss prevention, and financial protection.

See Damages in Tort Actions (Matthew Bender) for in-depth legal and policy analyses of compensatory and punitive damages in personal injury, wrongful death, and property damage cases, plus case annotations to all jurisdictions and examples of illustrative awards and settlements.

See Ballantine and Sterling California Corporation Laws (Matthew Bender) for step-by-step guidance concerning the formation, operation, and dissolution of business and non-profit corporations and partnerships, along with complete coverage of important tax considerations affecting corporate practice.

See Federal Antitrust Law (Kintner) (Matthew Bender) for a comprehensive analysis of the development, current status, and application of antitrust law, focusing on nearly 75 years of Federal Trade Commission work; examinations of the FTC Act; FTC organization, enforcement, and regulatory procedures; deceptive nondisclosure; price advertising and savings claims; business and employment opportunities; and credit and collection practices.
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