Indeck Energy Services, Inc. v. DePodesta

Plaintiff sued 2 former employees alleging breach of contract, breach of fiduciary duties, and usurpation of a corporate opportunity. After bench trial, court ruled in favor of Plaintiff on breach of fiduciary duty claim. Court entered directed findings for Defendants on breach of contract claim and usurpation of a corporate opportunity claim. Cause of action for usurpation of a corporate opportunity requires a plaintiff to show that the opportunity has in fact been taken, and is no longer available to it. Plaintiff failed to establish that Defendants wrongfully appropriated the turbine or funding opportunity. Defendants did not wrongfully appropriate for themselves the exclusive right to work on certain projects. Defendants breached their fiduciary duties during their employment, but Plaintiff failed to prove the injury necessary for its claim of usurpation of a corporate opportunity.  Remedy for breach of fiduciary duty lies within equitable discretion of court. Decision to deny disgorgement of management fees and refusal to impose a constructive trust on any profits was within court's equitable discretion. (THEIS, NEVILLE, and M. BURKE, concurring; OVERSTREET, GARMAN, and CARTER, dissenting.)