Benson v. Stafford

(Court opinion corrected 1/18/11.) Dispute arose over sale of interests in two joint ventures of trading companies. Plaintiffs, traders who have owned and operated trading companies for over ten years, sued Defendant, a CBOE options trader, alleging that he had breached his duty as a fiduciary in fact. Court properly granted summary judgment for Defendant, finding that parties were sophisticated, that Plaintiffs relied on their counsel in negotiations, and that Plaintiffs demonstrated that they did not blindly follow advice of Defendant. Court properly found that Plaintiffs could not state claim for affirmative fraud, as contract contained a non-reliance clause. Court was within its discretion in refusing to impose sanctions on Plaintiffs' attorneys, even though their theory of case shifted and their claims were dismissed. (GARCIA and CAHILL, concurring.)