Did Goldman have a fiduciary duty to eToys? Did it violate this duty?

Goldman Sachs was the lead underwriter for eToys’ initial public offering. In the IPO, eToys agreed to sell 8,320,000 shares of its stock to Goldman at a price of $18.65 per share, for resale to the public at $20. (Goldman had the option to buy an additional 1,248,000 shares at the same price.) The bank’s potential profit was $1.35 per share, for a maximum of $12,916,800.
On the first day of the offering, the price of eToys’ stock rose as high as $85 and closed at $76.56. Within a year, however, the price had fallen below $20. eToys ultimately filed for bankruptcy protection.
In its lawsuit, eToys alleged that Goldman made side deals with other clients, allowing them to purchase shares in eToys’ offering in exchange for kickbacks to Goldman of a portion of their profits on the stock. This arrangement would have created an incentive for Goldman to underprice the stock. eToys also alleged that Goldman had a fiduciary duty to eToys that it violated by not disclosing this conflict of interest.
Goldman filed a motion to dismiss, denying that it had a fiduciary relationship to eToys.