Williams v. Baker, 446 P.3d 336

Johnny Williams worked for Baker (owner of Last Frontier), handling payroll, tax prep, bookkeeping, and had authority to access accounts, execute ACHs, and use Baker's electronic signature. He paid himself informally from payroll; services reasonably valued far less than transfers.
Johnny transferred significant sums from Baker’s accounts to himself, Personalized Tax Solutions, and to his wife, Deverette; audit found transfers totaling nearly $5 million with overpayments of roughly $950,000 and $135,125 paid to Deverette. Some ACH destinations were unverified.
Baker sued (2011–2014) alleging negligence, breach of contract, fraud, unjust enrichment, and UTPA violations. Default entered against the LLC; Deverette was added as a defendant for unjust enrichment and fraud.
The superior court found Johnny a fiduciary and found both Johnny and Deverette liable for fraud; it shifted the burden to both defendants to disprove fraud by clear and convincing evidence, awarded ~ $4.96 million in damages, and trebled damages under the UTPA for a final judgment over $20 million.
On appeal, the Alaska Supreme Court affirmed Deverette’s unjust-enrichment liability (~$135,000), reversed the finding that she owed Baker a fiduciary duty, vacated the fraud finding as to her (remanding for further proceedings), and reversed treble UTPA damages against her.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Deverette owed Baker a fiduciary duty	Baker: Deverette acted as Johnny’s agent, knew scope of his role, and indirectly shared his fiduciary obligations	Deverette: She was not Baker’s employee or agent, did not perform or hold herself out as performing Johnny’s fiduciary work	Reversed — no fiduciary duty; record lacks evidence Deverette was entrusted with special confidence beyond an ordinary relationship
Whether burden of proof properly shifted to Deverette on fraud	Baker: Fiduciary status justified shifting burden to Deverette to disprove misuse of funds	Deverette: No fiduciary relationship, so burden shift improper	Reversed — burden shift improper because no fiduciary relationship existed
Whether Deverette is liable for fraud/joint liability for Johnny’s misconduct	Baker: Deverette assisted or was joint tortfeasor/co‑conspirator and thus jointly liable for Johnny’s fraud	Deverette: She only received alleged salary allotments and is not culpable for Johnny’s fraud beyond unjust enrichment	Vacated as to fraud and remanded — Baker must prove fraud or joint liability by preponderance; joint liability limited to acts within common tortious design
Whether UTPA treble damages apply to Deverette	Baker: Fraud supports UTPA liability and trebled damages	Deverette: Not liable under UTPA	Reversed — treble damages against Deverette vacated (Baker conceded Deverette not liable under UTPA)

Offshore Sys.-Kenai v. State, Dep't of Transp. & Pub. Facilities, 282 P.3d 348 (Alaska 2012) (standards for appellate review of factual findings)
Labrenz v. Burnett, 218 P.3d 993 (Alaska 2009) (defining fiduciary relationship inquiry)
Thomas v. Archer, 384 P.3d 791 (Alaska 2016) (fiduciary relationship reviewed de novo)
Munn v. Thornton, 956 P.2d 1213 (Alaska 1998) (fiduciary relationship and duties defined)
Seybert v. Cominco Alaska Expl., 182 P.3d 1079 (Alaska 2008) (fiduciary relationships require trust beyond ordinary business relationships)
Miller v. Sears, 636 P.2d 1183 (Alaska 1981) (burden shifting when fiduciary relationship is established)
Wagner v. Key Bank of Alaska, 846 P.2d 112 (Alaska 1993) (loyalty and disavowal of self‑interest are hallmarks of fiduciary role)
Halberstam v. Welch, 705 F.2d 472 (D.C. Cir. 1983) (co‑conspirator/joint tortfeasor liability for acts within the scope of the conspiracy)