Day v. Sidley & Austin

Day (plaintiff), a senior partner who was not on his firm's executive committee, signed a partnership agreement vesting firm-policy decisions in that committee; the committee negotiated and the underwriting partners (including Day himself) approved a merger, after which the resulting changes — a new office location and a new co-chairman from the merging firm — led Day to resign, calling his position "intolerable." Day sued the firm (defendant), alleging breach of fiduciary duty for not separately consulting non-executive partners about the merger negotiations and resulting changes.