Whether a fiduciary relationship exists is a legal question reviewed de novo. Thomas v. Archer , 384 P.3d 791, 795 (Alaska 2016) ; see alsoMunn v. Thornton , 956 P.2d 1213, 1220 (Alaska 1998) ("We exercise our independent judgment in reviewing questions of law, such as whether a cost-plus contract creates a fiduciary relationship.").Seybert v. Cominco Alaska Expl. , 182 P.3d 1079, 1090 (Alaska 2008) (quoting Munn , 956 P.2d at 1220 ).
We refused to recognize a fiduciary relationship between a contractor and the owner of a home, however, because fiduciary duties are reserved for relationships involving heightened levels of trust.Munn v. Thomton, 956 P.2d 1213, 1220 (Alaska 1998) (quoting Paskvan v. Mesich, 455 P.2d 229, 232 (Alaska 1969)).Id.
Shipping Funds I, LLC v. Icon Capital Corp., 921 F.Supp.2d 94, 101 (S.D.N.Y.2013) (brackets and internal quotation marks omitted); see also Munn v. Thornton, 956 P.2d 1213, 1220 (Alaska 1998) (“[A] fiduciary relationship exists when one imposes a special confidence in another, so that the latter, in equity and good conscience, is bound to act in good faith and with due regard to the interests of the one imposing the confidence.” (internal quotation marks omitted)). “At the heart of the fiduciary relationship lies reliance, and de facto control and dominance.”
Id. Indeed, McIntyre concedes that BP extensively modified or completely changed any ideas he may have provided. McIntyre's claims of use of confidential information fail to allege any plausible factual basis to believe that he disclosed any ideas in confidence, see Reeves v. Alyeska Pipeline Serv. Co., 56 P.3d 660, 666 (Alaska 2002) (citing Reeves I, 926 P.2d at 1137), let alone in the course of a fiduciary relationship, see Munn v. Thornton, 956 P.2d 1213, 1220 (Alaska 1998). He also pleads no plausible factual basis for his claim that he took reasonable steps to maintain the secrecy of his ideas.
Plaintiff has not plausibly alleged even the existence of a business relationship with Defendants nor a relationship with a level of trust beyond that. Plaintiff's claim for Breach of Fiduciary Duty (Count X) is dismissed. Munn v. Thornton, 956 P.2d 1213, 1220 (Alaska 1998) G. MISAPPROPRIATION OF CONFIDENTIAL INFORMATION (COUNT XII)
Under Alaska law, a general partner is a fiduciary. See Old Harbor Native Corp. v. Afognak Joint Venture, 30 P.3d 101, 106 n.18 (Alaska 2001); Munn v. Thornton, 956 P.2d 1213, 1220 (Alaska 1998); Paskvan v. Mesich, 455 P.2d 229, 232 (Alaska 1969). See also A.S. § 32.06.404(b)(1) (partner holds property derived from partnership business as a trustee for the partnership).
Under Alaska law, an express or a technical trust relationship existed between the debtor and BNC. The debtor served as a general partner for the Central Park limited partnership. Alaska case law recognizes a fiduciary relationship among partners. A.S. 32.06.404(b)(1) further provides that a partner holds any property derived from partnership business "as a trustee" for the partnership. Old Harbor Native Corp. v. Afognak Joint Venture, 30 P.3d 101, 106 n. 18 (Alaska 2001); Munn v. Thornton, 956 P.2d 1213, 1220 (Alaska 1998). Other courts have also found general partners to be fiduciaries under § 523(a)(4).
N. Lights Motel, Inc. v. Sweaney , 561 P.2d 1176, 1187 (Alaska 1977) (quoting State v. Bland , 355 Mo. 706, 197 S.W.2d 669, 672 (1946) ).See Paskvan , 455 P.2d at 232 ; see also Munn v. Thornton , 956 P.2d 1213, 1220 (Alaska 1998) ("Fiduciary relationships are generally defined by a level of trust beyond that in ordinary business relationships."). Gavora also contends that the parties formed a relation of trust because "a government entity[, such as the City,] has the highest" duty "when entering contracts with its citizens."
"[] Williams v. Baker , 446 P.3d 336, 340 (Alaska 2019) (alteration in original) (first quoting Seybert v. Cominco Alaska Expl. , 182 P.3d 1079, 1090 (Alaska 2008) ; then quoting Munn v. Thornton , 956 P.2d 1213, 1220 (Alaska 1998) ). We conclude, therefore, that the relationship between OCS and children in its legal custody pursuant to AS 47.10.084 is a fiduciary relationship for purposes of AS 09.10.055(b)(1)(F), the "breach of trust or fiduciary duty" exception to the statute of repose.
Appellate courts typically do not address issues that the parties have not briefed. See, e.g. , Munn v. Thornton , 956 P.2d 1213, 1221 n.11 (Alaska 1998) ; see also State v. Howard , 357 P.3d 1207, 1214 (Alaska App. 2015) (Mannheimer, C.J., concurring) ("[I]t is usually a mistake for the court to issue a ruling that both raises the issue and decides it sua sponte . This kind of judicial decision-making, done without the benefit of adversarial briefing and argument, provides ‘fertile conditions for the creation of judicial error.