Courts have long been reluctant to impose fiduciary duties in the context of commercial agreements. The governing principle in this regard was stated by Wilson J. in her dissenting reasons in Frame v. Smith, 1987 CanLII 74 (SCC), [1987] 2 S.C.R. 99, at pp.137-138: Because of the requirement of vulnerability of the beneficiary at the hands of the fiduciary, fiduciary obligations are seldom present in the dealings of experienced businessmen of similar bargaining strength acting at arm’s length.
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