What is the fiduciary duty of a joint venturer, promoter, director or agent in a commercial transaction?

As a general proposition, commercial transactions between parties, at arm's length, will not normally impose fiduciary duties on the participants. If parties are independent they need not surrender their self-interest to invoke the fiduciary principle. However, when elements such as trust, confidence and reliance on skill, knowlege and advice exist between the parties, a fiduciary relationship arises. See Hodgkinson v. Simms (30 September, 1994), (S.C.C.) [unreported]. These elements will be present when a party to a commercial transaction is a joint venturer, promoter, director or agent. After finding that a fiduciary duty exists it must be determind whether that duty has been breached. As already discussed earlier, a fiduciary has a duty of strict disclosure to his or her principle. A fiduciary's duty also includes a prohibition against undisclosed personal gain. Full Disclosure