New Jersey Court Dismisses Baseball Team’s Fiduciary Duty Claim Against Board Member, Citing Lack of Individual Liability Under Florida Law

The New Jersey District Court dismissed the plaintiff’s breach of fiduciary duty claim, applying Florida law to determine that no cause of action existed against an individual board member of a not-for-profit entity.

In this suit brought by a minor league baseball team, the Volcanoes, the court dismissed the plaintiff’s second amended complaint, which alleged a single claim for breach of fiduciary duty against an individual defendant, Goldklang, a member of the Board of Trustees. 

While the suit arose out of the allegedly undermined negotiations impacting various entities in minor league baseball, the New Jersey District Court determined that a Rule 12(b)(6)—failure to state a claim—dismissal was appropriate when it applied Florida law to determine that there was no cause of action for breach of fiduciary duty against the individual board member. The statute imposed only a limited duty on a not-for-profit entity (the corporation). 

The court determined there was no support for the allegation that “the directors of a not-for-profit corporation owe their members—rather than the corporation—fiduciary duties,” and dismissed the action against the individual board member. 

_{Case Law Alerts, 2nd Quarter, April 2025 is prepared by Marshall Dennehey to provide information on recent developments of interest to our readers. This publication is not intended to provide legal advice for a specific situation or to create an attorney-client relationship. Copyright © 2024 Marshall Dennehey, all rights reserved. This article may not be reprinted without the express written permission of our firm.}