Employees and/or mandataries owe a duty of fidelity to their employers and/or principals. ODECO Oil Gas Co. v. Nunez, 532 So.2d 453, 462 (La.App. 1 Cir. 1988), writ denied, 535 So.2d 745 (La. 1989). An employee is duty bound not to act in antagonism or opposition to the interest of the employer.
Agency law in Louisiana requires mandataries, like McDonald, to disgorge all undisclosed benefits that they receive in dealing secretly with either their employers/principals or their employers' competitors. Texana Oil Refining Co. v. Belchic, 150 La. 88, 90 So. 522 (La. 1922); Neal v. Daniels, 217 La. 679, 47 So.2d 44 (1950); Odeco Oil Gas Co. v. Nunez, 532 So.2d 453 (La.Ct.App. 1988); Robinson v. Commercial Cattle Co., 82 So.2d 108 (La.Ct.App. 1955); McDonald v. O'Meara, 473 F.2d 799 (5th Cir.), cert. denied, 412 U.S. 906, 93 S. Ct. 2293, 36 L. Ed. 2d 971 (1973). "The agent is not entitled to avail himself of any advantage that his position may give him to profit beyond the agreed compensation for his service."
Further, Louisiana courts have held that, "[t]he solicitation and diversion of an employer's customers prior to termination constitutes unfair competition entitling the plaintiff to recover damages." Dufau v. Creole Eng'g, Inc., 465 So. 2d 752, 758 (La. App. 5th Cir. 1985); see Huey T. Littleton Claims Serv., Inc. v. McGuffee, 497 So. 2d 790, 794 (La. App. 3rd Cir. 1986); ODECO Oil & Gas Co. v. Nunez, 532 So. 2d 453, 464 (La. App. 1st Cir. 1988). Thus, the Court finds that diverting an employer's business opportunities before termination constitutes unfair competition.
Employees and/or mandataries owe a duty of fidelity to their employers and/or principals. ODECO Oil & Gas Co. v. Nunez, 532 So.2d 453, 462 (La.App. 1 Cir.1988).
An employee's duty of good faith is limited to fidelity and loyalty, and only rises to the level of a fiduciary duty where the employee is also an agent of the employer. See ODECO Oil & Gas Co. v. Nunez, 532 So. 2d 453, 462 (La. App. 1 Cir. 1988). An employee's duty of loyalty means that the employee is "duty bound not to act in antagonism or opposition to the interest of the employer."
The question of the certainty of proof of damages becomes a matter for decision in each individual case. ODECO Oil & Gas Co. v. Nunez, 532 So. 2d 453, 458 (La. App. 1st Cir. 1988), writ denied, 535 So. 2d 745 (La. 1989) (citingHall v. Arkansas-Louisiana Gas Company, 368 So. 2d 984, 991 (La. 1979) ). Loss of profit is an item of damages recoverable for breach of contract. La. C.C. art. 1934.
However, all employees whether under contract or not owe a duty of fidelity to their employers. SeeODECO Oil & Gas Co. v. Nunez, 532 So.2d 453, 462 (La. App. 1st Cir. 1988), writ denied, 535 So.2d 745 (La. 1989); Dufau v. Creole Engineering, Inc., 465 So.2d 752, 758 (La. App. 5th Cir.), writ denied, 468 So.2d 1207 (La. 1985). This duty binds an employee not to act in antagonism or opposition to the interest of the employer.
In the law of agency, ratification is the adoption by one person of an act done on his behalf by another without authority. ODECO Oil Gas Company v. Nunez, 532 So.2d 453, 464 (La.App. 1 Cir.1988), writ denied, 535 So.2d 745 (La. 1989); Bamber Contractors, Inc. v. Morrison Engineering Contracting Company, Inc., 385 So.2d 327, 331 (La.App. 1 Cir.1980); see also La. Civ. Code arts. 3008, 3010. In order for ratification to occur, the person to be bound must, with full knowledge of all material facts, express an interest to adopt the unauthorized acts. ODECO Oil, 532 So.2d at 464.
Employees and/or mandataries owe a duty of fidelity to their employers and/or principals. ODECO Oil Gas Co. v. Nunez, 532 So.2d 453, 462 (La.App. 1 Cir. 1988), writ denied, 535 So.2d 745 (La. 1989). An employee is duty bound not to act in antagonism or opposition to the interest of the employer.
However, the law provides that employees under certain circumstances owe a fiduciary duty to their employer. ODECO Oil Gas Co. v. Nunez, 532 So.2d 453 (La.App. 1 Cir. 1988), writ denied, 535 So.2d 745 (La. 1989). Therefore, as a matter of law the trial judge erred in granting summary judgment.