Fiduciary Duty to Assign a Patent to the Corporation
All officers and directors of a corporation owe a fiduciary duty to the corporation and to its stockholders. They are required to act in good faith and in a reasonable manner in the best interests of those parties. Michaelson v. Michaelson, 939 P.2d 835 (Colo. 1997).
Such a fiduciary duty obligates an officer or director to assign a patent to the corporation if the invention was developed while he or she was employed by the corporation and it is related to the corporation's business. Lacy v. Rotating Productions Systems, Inc., 961 P.2d 1144 (Colo. App. 1998).
Constructive fraud is defined as a breach of duty that the law declares fraudulent because of its tendency to deceive, violate confidence, or injure public interests.
Neither actual dishonesty nor intent to deceive is an essential element of constructive fraud.
Such fraud often arises if a special confidential or fiduciary relationship exists, which affords one party the power and means to take undue advantage of the other. See Security National Bank v. Peters, Writer & Christensen, Inc., 39 Colo. App. 344, 569 P.2d 875 (1977).
See Moore v. American Barmag Corp., 693 F. Supp. 399 (W.D.N.C. 1988), aff'd, 902 F.2d 44 (Fed. Cir. 1990)(whether an employee has been hired to invent or assigned a specific task is a question of fact).