In Foodcomm International v. Barry, which behavior would likely breach the fiduciary duty of loyalty?

• A. Refusing to work overtime
• B. Secretly planning a competing venture while employed
• C. Publicly disclosing confidential information to a competitor
• D. Accepting a promotion that changes duties

Answer: (B)

The behavior being tested is the fiduciary duty of loyalty, which requires someone in a trusted position to put the employer’s interests first and to avoid self-dealing or conflicts that favor personal gain over the company. Secretly planning a competing venture while employed embodies a direct conflict of interest: the person is actively pursuing opportunities for a rival while still using the employer’s resources, access, and insider knowledge. That hidden plan shows a personal competing interest taking precedence over the employer’s interests, which is the quintessential breach of loyalty.

Refusing to work overtime might reflect workload, compensation, or scheduling issues and doesn’t necessarily imply pursuing a rival opportunity. Publicly disclosing confidential information to a competitor is a serious violation, but it’s more clearly a breach of confidentiality; it also harms loyalty, yet it’s often framed as a separate misconduct. Accepting a promotion that changes duties is usually a normal career progression and doesn’t inherently betray loyalty unless it involves a new, conflicting interest or a refusal to adapt duties in bad faith.