Remora Shows Court on Consistent Path

In a recent decision by the Virginia Supreme Court, the Court continues to limit the assertion of claims for breach of fiduciary duty. The Court in Remora Investments, LLC v. Orr, 277 Va. 316, 673 S.E. 2d 845 (2009) held that managers have no fiduciary duty to members of an LLC; only to the LLC itself. This appears to be a consistent trend the Court has followed in legal malpractice cases beginning with O’Conner v. Bean, 263 Va. 176, 556 S.E. 2d 741 (2002) determining that an attorney malpractice action sounds in contract thereby excluding the ordinary attorney-client relationship claim for breach of fiduciary duty. Recalling the Court’s earlier refusals to “turn every contract into a tort,” the examination of whether a breach of fiduciary duty claim would lie was focused on how the duty was created and to whom the duty was owed. Remora evidences the Court has continued that focus.

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