Legal Definitions - doctrine of adverse domination

The Doctrine of Adverse Domination is an equitable principle that tolls the statute of limitations on a breach-of-fiduciary-duty claim against officers and directors, especially when a corporation sues its own officers and directors. This principle is applied when the corporate plaintiff is controlled by the alleged wrongdoers.

The statute of limitations is tolled until a majority of the disinterested directors discover or are put on notice of the claim against the wrongdoers. The purpose of this doctrine is to prevent a director or officer from successfully hiding wrongful or fraudulent conduct during the limitations period.

For example, if a corporation's CEO and board of directors engage in fraudulent activities that harm the corporation, the Doctrine of Adverse Domination can be applied to toll the statute of limitations until a majority of the disinterested directors discover or are put on notice of the wrongdoing. This allows the corporation to bring a claim against the wrongdoers even if the statute of limitations has expired.

It is important to note that this doctrine is only available to benefit the corporation and not the individual officers or directors.