Operation Executive Freedom (of Contract): Following the Executive's Fiduciary Obligation from Manges to Magruder in Mineral Leasing

I. INTRODUCTION

Fiduciaries hold an esteemed and valuable position in the U.S. common law of trusts and agency as inherited from England. In these contexts, the duty a fiduciary owes to a beneficiary is essential to protect dependent beneficiaries from potential abuses arising from the power a fiduciary holds over the interests of the beneficiary.1 Literally, a fiduciary is either "[o]ne who owes to another the duties of good faith, trust, confidence, and candor," or "[o]ne who must exercise a high standard of care in managing another's money or property."2 In essence, "[t]he duty of loyalty, coupled with restitution of any gain the trustee obtains by favoring his own interest," creates the special relationship that the common law recognizes as containing the fiduciary duty owed in a fiduciary relationship.3 Although appropriate and necessary in certain contexts, a fiduciary duty may be inapposite in other contexts, detracting from economic value or upsetting the longstanding expectations of parties to a contract.4 This age of expanding fiduciary duties5 demands recognition of limits on the reach of fiduciary duties or relationships, particularly where the fiduciary duty might interfere with legitimate property rights or upset principles of contract law.