University academics who develop patentable inventions arising from opportunities that come to them by reason of their university positions owe fiduciary duties to the university in respect of those opportunities, even where the invention falls outside the strict scope of their employment duties. Where a constructive trust is inappropriate due to third-party interests and the fiduciary's substantial contributions, the appropriate remedy is an account of profits focused on shares in the corporate vehicle, with generous allowances for the fiduciary's skill, effort and capital. A third party who honestly and reasonably accepts assurances from the fiduciary about the propriety of the arrangement is not liable as a knowing participant in breach of fiduciary duty.
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