Treueverhältnis

Treueverhältnis is a German legal term describing a relationship of trust and loyalty between parties in which one party is entrusted with another’s interests, power or confidential information. The core obligation is the Treuepflicht (duty of loyalty), which requires protection of the other party’s legitimate interests, avoidance of conflicts of interest, careful and discreet action, and behavior in good faith.

The Treueverhältnis does not correspond to a single, uniform contract. It arises from various legal forms and professional contexts and is particularly associated with employment (Arbeitgeber-Arbeitnehmer), mandates or agency (Auftrag), and fiduciary roles such as trustees or guardians, as well as corporate governance (directors and officers). In addition to contract terms, the general duty to act in accordance with good faith is anchored in the principle of good faith in civil law (§ 242 BGB).

The content of a Treueverhältnis is context-specific. Typical elements include confidentiality, secrecy, avoidance of self‑dealing, and the obligation to disclose conflicts and to act in the other party’s best interests. Breach of the Treuepflicht can lead to contractual liability for damages, termination of the relationship, or other legal remedies, and may carry professional or civil sanctions in particular contexts.

Overall, the concept underscores the moral and legal foundation for loyalty-based duties in many areas of German law, ensuring that trust-based relations are governed by fidelity to the other party’s legitimate interests.