Constructive Trust. By accepting benefits (whether the payment of such benefits is made to the Covered Person or made on behalf of the Covered Person to any provider) from the Company, the Covered Person agrees that if he or she receives any payment from any Responsible Party as a result of an injury, illness, or condition, he or she will serve as a constructive trustee over the funds that constitute such payment. Failure to hold such funds in trust will be deemed a breach of the Covered Person's fiduciary duty to the Company and the Plan, and will give the Company rights to recover equitable and money damages from the Covered Person.
Constructive Trust. Borrower shall receive, as the sole and exclusive property of Bank, and as trustee for Bank, all monies, checks, notes, drafts and all other payment for and/or proceeds of Collateral which come into the possession or under the control of Borrower (or any of its shareholders, directors, officers, employees, representatives or those Persons acting for or in concert with Borrower) and immediately upon receipt thereof, Borrower shall remit the same (or cause the same to be remitted), in kind, to Bank.
Constructive Trust. Landlord covenants that all sums paid by Tenant to Landlord and intended for payment by Landlord to a third party (such as, by way of example, taxes and certain elements of CAM Charges) are given to Landlord in trust and shall be applied only for such third-party payments, as and when due or to reimburse Landlord for payment of same.
Constructive Trust. 17 7.6 Application of Proceeds of Collateral . . . . . . . . . . . . . . .18 7.7
Constructive Trust. 31 7.7 Application of Proceeds of Collateral.....................31 7.8
Constructive Trust. The proceeds of any sale made by any Shareholder without compliance with the provisions of this Article III, Section 3 and 4 shall be deemed to be held in constructive trust in such amount as would have been due to the Holders if such Shareholder had complied with such Sections.
Constructive Trust. 16 ------------------ 7.6 Application of Proceeds of Collateral....................................................... 16 ------------------------------------- 7.7 Third Party Collateral Claims............................................................... 17 ----------------------------- 7.8 Additional Collateral....................................................................... 17 --------------------- 7.9 No Custom or Waiver......................................................................... 17 -------------------
Constructive Trust. 22 7.8 Obligations of the Company .............................23 7.9 Subrogation ............................................23 7.10 Amendment to Senior Debt, etc ..........................23 7.11 Filing Proofs of Claim, Consents, Assignments, etc .....
Constructive Trust. 35 7.6 Application of Proceeds of LaSalle Collateral..............35 7.7 Third-Party Collateral Claims..............................35 7.8 No Custom or Waiver........................................36
Constructive Trust. A constructive trust “is the formula through which the conscience of equity finds expression. When property has been acquired in such circumstances that the holder of the legal title may not in good conscience retain the beneficial interest, equity converts him into a trustee.” Xxxxxxxx v. Allstate Insurance Co., 194 F.3d 357, 360 (2d Cir. 1999) (quoting Xxxxxxx x. Xxxxxxx, 45 N.Y.2d 233, 241, 408 N.Y.S.2d 359, 363 (1978)); see In re First constructive trust is a flexible equitable remedy. Xxxxxxxx, 194 F.3d at 361.
(1) a confidential or fiduciary relationship;
(2) a promise, express or implied; (3) a transfer of the subject res made in reliance on that promise; and (4) unjust enrichment.” In re First Central, 377 F.3d at 212 (quoting United States x. Xxxxxxxx, 51 F.3d 337, 340 (2d Cir. 1995)). “[A]lthough these factors provide important guideposts, the constructive trust doctrine is equitable in nature and should not be rigidly limited.” Xxxxxxxx, 194 F.3d at 362 (quoting In re Koreag, Controle et (2d Cir. 1992)). “What the New York courts do insist upon is a showing that property is held under circumstances that render unconscionable and inequitable the continued holding of the property and that the remedy is essential to prevent unjust enrichment.” Id. “Although the doctrine of constructive trust is a flexible remedy, a promise by Defendant in some form is an absolute requirement.” Xxxxx x. Xxxxx, No. 06 Civ. 6104, 2008 WL 3843528, at *3 (S.D.N.Y. Aug. 14, 2008). The promise need not be explicit, but may be inferred from the circumstances. Id. It is clear that Xx. Xxxxxx and Xx. Xxxxx were in a fiduciary relationship, as Xx. Xxxxxx was Xx. Xxxxx’x lawyer. As for the second factor, although there was no explicit promise before the retainer was transferred to Xx. Xxxxxx, it can be inferred that Xx. Xxxxxx implicitly promised to transfer the retainer to Xx. Xxxxx. (Compl., ¶¶ 23-24); see Xxxxxxxx, 194 F.3d at 362 (holding promise may be inferred from transaction itself). Third, although it appears on the face of the complaint that a transfer was not made to Xx. Xxxxxx in reliance on a promise, “this deficiency should not be allowed to spawn an inequitable result. [The Second Circuit] impose[s] a constructive trust where the holder of legal title should not, in good conscience and equity, retain the benefits derived from such title.” Id. at 362. Xx. Xxxxxx had already contracted with Xx. Xxxxx to represent him on appeal, yet Xx. Xxxxxx kept Xx. Xxxxxxxxxx’x...
