Bancroft-Whitney Company v. Glen

64 Cal.2d 327 (1966)

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Nature of the Case

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Facts

Bancroft-Whitney (P) was a law book publisher. Glen (D) was the former president of P. Matthew Bender was another law book publisher. In 1961, Bender began an effort to set up a west coast division. It made an offer to hire D to head that division. D then assisted Bender in various ways to hire away some of the key people in P. D suggested a sales manager for Bender, Baker, who was the L.A. regional sales manager of P and also a director. Baker indicated to Bender that he would be interested but only if D was involved. Eventually, the talks became public, and P learned of the fact that Bender was interested in hiring D, Baker, and a number of editors employed by P. Eventually Baker and D signed employment contracts with Bender six weeks before they were to begin employment and D resigned from P four weeks later. Baker resigned the same day. Before the signing of the contract, D personally discussed negotiations concerning his probable future employment with at least two directors of P. D had no written contract with P. P sued D for a violation of fiduciary duties. It was determined that D had spoken with P's employee's while still employed by P about the possibility of working for D. D even made salary offers and held meetings with Bender to set up his new organization before leaving P and had P employees who were interested attend meetings and get written salary offers. After the salary offers were signed the group then settled down to fill in the missing positions and to determine what offers were to be made to each potential candidate. D had previously been part of a salary discussion with P in order to head off any raids by Bender on P employees. D gave no indication to P that he was already involved with Bender. On December 15, the large group resigned from D including 16 total employees of P. P then recontacted all the people involved who invited them to return to P's employ. There was no interference from D. As a result, three of the 15 decided to remain with P. The trial court found for P but also ruled that P was basically not damaged.