## Facts

- Quality Cardiovascular Care, LLC (Quality) employed Anne Casey as its office manager.
- Quality sued Casey, alleging that she owed Quality a duty of loyalty as an employee-agent.
- Quality alleged that Casey breached that duty by using Quality’s confidential information and trade secrets to compete with Quality, causing harm to the business.
- In her answer and special defenses, Casey asserted she owed no duty of loyalty to Quality because the duty arises from contract rather than from the employment relationship itself.
- Casey also asserted that she entered the employment contract based on misrepresentations by Quality, including representations that Quality was running a lawful and ethical business while, according to Casey, Quality had a regular practice of violating overtime regulations.
- Quality moved to strike Casey’s special defenses as legally insufficient.

## Issues

1. Whether an employee’s duty of loyalty to an employer depends on the existence and enforceability of a valid employment contract.
2. Whether alleged fraudulent inducement into an employment contract negates an employee-agent’s duty of loyalty while the employment/agency relationship exists.

## Decision

- The court granted Quality’s motion to strike Casey’s special defenses.
- The court held that Casey’s alleged duty of loyalty was not dependent on a valid, enforceable employment contract; it arose from the agency relationship created by the parties’ conduct.
- The court held that alleged fraudulent inducement may support a separate claim or remedy by the employee, but it does not eliminate the employee-agent’s duty of loyalty during the period the employee acts on the employer’s behalf.

## Legal Principles

- Agency is a fiduciary relationship created by mutual assent that the agent will act on the principal’s behalf and subject to the principal’s control; assent may be shown by conduct rather than formal contract language.
- Employees are generally considered agents of their employers when they act for the employer within the scope of their employment, and agents owe fiduciary duties, including loyalty.
- A claim for breach of the duty of loyalty is not defeated merely because the underlying employment contract is alleged to be voidable; the duty flows from the agency relationship.
- Fraudulent inducement into an employment relationship may give the employee a basis for relief against the employer, but it does not excuse the employee from refraining from using the employer’s confidential information or trade secrets to compete while serving as the employer’s agent.
- Breach of fiduciary duty is commonly treated as a tort claim, which supports analyzing the duty of loyalty apart from contract enforceability.

## Conclusion

In *Quality Cardiovascular Care, LLC v. Casey*, the Connecticut Superior Court struck the employee’s special defenses that she owed no duty of loyalty because the duty arises only from contract and because her employment was allegedly induced by misrepresentations. The court ruled that the duty of loyalty arises from the employee’s agency relationship with the employer, which may be formed by conduct, and that alleged fraudulent inducement does not remove the employee-agent’s obligation to remain loyal while acting on the employer’s behalf.


Quality Cardiovascular Care, LLC v. Casey, 2013 WL 1494379 (2013)