Sec 254

Whenever there is a fiduciary relation between parties engaged in a business transaction, then, as has been intimated, the party occupying towards the other a position of trust, is bound to disclose whatever facts would be necessary to enable his cestui que trust to act intelligently.1 In such cases, a contract will be avoided by the concealment of material facts which between parties dealing on equal footing it would not be necessary to disclose.2 And a fiduciary relation is implied when one party undertakes, as to the matter in question, to act as the other's agent, and to accept the position, as the other's representative, of being personally familiar with the subject of the negotiations.3 - " The broad principle on which the court acts in cases of this description, is that, whenever there exists such a confidence, of whatever character that confidence may be, as enables the person in whom confidence or trust is reposed to exert influence over the person trusting him, the court will not allow any transaction between the parties to stand, unless there has been the fullest and fairest explanation and communication of every particular."4 But a cannot enforce a contract in the court when the one party knows more of the value that the other does. It happens frequently in the purchase of pictures, for instance, that one party knows a great deal more of the value than the other, yet the bargain is perfectly good." See notes to Chandeler v. Lopus, 1 Smith's L. C. 7th Am. ed. 299 et seq.; and see McMichael v. Kilmer, 76 N. Y. 36. That an execution debtor is not bound at a sheriff's sale to disabuse purchasers of misapprehensions which he knows to be erroneous, see Butcher v. Buchanan, 17 Iowa, 81; Schwickerath v. Cooksey, 53 Mo. 75.

When there is a fiduciary relation, then disclosure becomes necessary.

1 Supra, sec 217, 250 etseq.; infra, sec 906.

2 Leake, 2d ed. 339, 364; 1 Story, Eq. Jur. sec 307; Hunter v. Atkyns, 3 Myl. & K. 113; Arnot v. Briscoe, 1 Ves. 95; New Sombrero Phosphate Co. v. Erlanger, L. R. 5 Ch. D. 73; Bagnail v. Carlton, L. R. 6 C. D. 371; Conant v. Jackson, 16 Vt. 335; May-nard v. Maynard, 49 Vt. 297; Gallatian v. Cunningham, 8 Cow. 361; Brown v. Montgomery, 20 N. Y. 287; Clodfelter v. Hulett, 72 Ind. 137; Shaeffer v. Sleade, 7 Blackf. 178; Emmons v. Moore, 85 111. 304; Yoste v. Langhran, 49 Mo. 594; McClure v. Lewis, 72 Mo. 314; see infra, sec 906.

3 1 Story, Eq. Jur. sec 142, 209; Pilling v. Armitage, 12 Ves. 78; and see Grim v. Byrd, 32 Grat. 293.

4 Wood, V. C, in Tate v. Williamson, L. R. 1 Eq. 536; 2 Ch. 55; see Hay-garth v. Wearing, L. R. 12 Eq. 320; S. P. Bagnall v. Carlton, L. R. 6 C. D. 371; Atwood v. Chapman, 68 Me. 38; Otis v. Raymond, 3 Conn. 413; Matthews v. Bliss, 22 Pick. 48; Leavitt v. Laforce, 71 Mo. 353; see infra, sec 906.

1 Blackburn, J., Lee v. Jones, 17 C. B. N. S. 506; adopted Leake, 2d ed. 419; Hamilton v. Watson, 12 Cl. & F.

109; Smith v. Bank, 1 Dow. 272. See fully, infra, sec 570 a. 2 See Wh. on Ev. chapter I (Constituents Of Contract. Proposal And Acceptance).