Also known as: full and fair disclosures · full disclosure
Written by attorneys · grounded in primary & secondary sources — see below
A complete revelation of all material facts by a fiduciary to the interested parties. The revelation permits informed authorization or ratification of a transaction that would otherwise breach a duty of loyalty.
Finn and Felicity formed a two-person partnership to develop software. Finn negotiated a separate contract with a client using partnership engineers and code. At a video meeting Finn gave only a brief oral summary that omitted the financial terms and use of firm resources. Felicity's later approval did not validate the transaction.
Francisco formed Foster Forge and licensed a compound from a venture he secretly controlled. He disclosed the conflict only to the lead investor. The corporation later recovered the profit because the remaining initial shareholders received no information about the terms.
Select any source to read its text and confirm it supports the definition.
Frontier Capital sold vehicles with undisclosed paint defects. After a jury awarded punitive damages the company argued the award was excessive. The court examined whether the company had provided full information about the defects to customers before the sales.
Faith was detained by the government as an enemy combatant. Her counsel sought access to classified evidence. The court required the government to make full disclosure of material facts so that counsel could challenge the detention effectively.
Fatima sold her home to Freya. Fatima knew of termite damage but provided no information about it. Freya later discovered the damage and sued. The court held that the absence of full disclosure supported a claim for rescission.
Francisco was charged with a crime. The government called his wife to testify about events she witnessed. The court considered whether the couple had made full disclosure of the nature of their communications before deciding whether the privilege applied.
All material facts about the transaction must be revealed to every partner before authorization or ratification can occur. A vague summary that omits financial terms or use of partnership resources fails the requirement. The Uniform Partnership Act requires this disclosure so that partners can make an informed decision.
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No. Disclosure and ratification must reach every person contemplated as part of the original financing scheme. Partial disclosure to a lead investor alone leaves the corporation free to recover any secret profit obtained by the promoter.
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A spouse seeking enforcement must prove that a full and fair disclosure of the nature, extent, and value of holdings was provided or that the other spouse had independent knowledge of those facts. Without it a material misrepresentation claim may invalidate the agreement even if the substantive terms appear reasonable.
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…out. Similarly, the physician must know all that a patient can articulate in order to identify and to treat disease; barriers to full disclosure would impair diagnosis and treatment. The Hawkins rule stands in marked contrast to these three privileges. Its protection is not limited to confidential communications; rather it…