D.C. Circuit Rejects Fiduciary Shield Doctrine, Holding Corporate Officials Can Be Subject to Personal Jurisdiction in Their Individual Capacities for Their Conduct as Corporate Officials
Date: 08/13/20
In the 1960s, courts recognized the fiduciary shield doctrine, which protects corporate officials sued in their individual capacities from being subjected to personal jurisdiction based on their conduct on behalf of the corporation. The doctrine was developed in part because courts perceived that it was “unfair to force an individual to defend a suit brought against him personally in a forum with which his only relevant contacts are acts performed not for his own benefit but for the benefit of his employer.” Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 902 (2d Cir. 1981). The prevailing view at the time had been that the doctrine arises from the Due Process Clause of the U.S. Constitution.
In 1984, the Supreme Court in Calder v. Jones, 465 U.S. 783 (1984), and Keeton v. Hustler Magazine, Inc., 465 U.S. 770 (1984), without specifically addressing whether the fiduciary shield doctrine arises from the Due Process Clause, held that corporate officials could be subject to personal jurisdiction in their individual capacity for conduct on behalf of their employers. Since then, the majority view has been that the fiduciary shield doctrine does not arise from the Due Process Clause.
On June 30, 2020, in Urquhart-Bradley v. Mobley, 964 F.3d 36 (D.C. Cir. 2020), the Court of Appeals for the District of Columbia Circuit followed the majority view, holding that the fiduciary shield doctrine does not arise from the Due Process Clause. The Court held that, in analyzing personal jurisdiction, all of an individual’s “suit-related contacts—professional and personal—factor into the analysis.” If this view continues, the decision means that the Constitution does not protect corporate officials from being sued in an individual capacity for conduct on behalf of their employers. However, the possibility remains that the doctrine can be required by state long-arm statutes.