Key Designs Limited v. Zovko
The trial judge correctly applied the legal test for fiduciary duty, found no evidence of reposed trust, vulnerability or confidential relationship between the parties during negotiations, and his findings contained no palpable or overriding error; therefore no fiduciary duty existed and the appeal must be dismissed.
Source-derived case information.
- Citation
- C38699
- Parties
- Appellant: Key Designs Limited; Respondent: Ciril Zovko; Respondent: Importanne Marketing Inc.; Respondent: Importanne Doo; Respondent: Importanne Investments Doo; Respondent: Importanne Galleria
- Court
- Court of Appeal for Ontario
- Jurisdiction
- Canada
- Judgment Date
- 3 February 2004
- Procedural Posture
- Civil / Appeal
- Outcome
- Appeal dismissed
- Legal Topics
- Fiduciary Obligations During Negotiations, Standard of Review (palpable and Overriding Error), Costs
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Key Designs Limited
Appellant
Ciril Zovko
Respondent
Importanne Marketing Inc.
Respondent
Importanne Doo
Respondent
Importanne Investments Doo
Respondent
Importanne Galleria
Respondent
Procedural Posture
Civil / Appeal
Legal Issues
- 1 Whether a fiduciary duty arises during negotiations toward an agreement
- 2 Whether the trial judge erred in law in applying fiduciary duty principles to the negotiation context
- 3 Whether the factual findings supporting absence of fiduciary duty were palpably or overridingly erroneous
Ratio Decidendi
The trial judge correctly applied the legal test for fiduciary duty, found no evidence of reposed trust, vulnerability or confidential relationship between the parties during negotiations, and his findings contained no palpable or overriding error; therefore no fiduciary duty existed and the appeal must be dismissed.
Court Disposition
Appeal dismissed
Orders
- Appeal dismissed
- Costs fixed at $8,000 inclusive of disbursements and G.S.T.
Full Case Text
Judgment text and source record
1 paragraphs
Key Designs Limited v. Zovko Collection Decisions of the Court of Appeal Date 2004-02-03 Docket numbers C38699 Judges Feldman, Kathryn N.; MacPherson, James C.; Cronk, Eleanore Ann Subject Civil Decision Content DATE: 20040203 DOCKET: C38699 COURT OF APPEAL FOR ONTARIO RE: KEY DESIGNS LIMITED (Plaintiff (Appellant)) - and - CIRIL ZOVKO, IMPORTANNE MARKETING INC., IMPORTANNE DOO, IMPORTANNE INVESTMENTS DOO, IMPORTANNE GALLERIA (Defendants (Respondents)) BEFORE: FELDMAN, MACPHERSON and CRONK JJ.A. COUNSEL: Lawrence J. Burns for the appellant Kenneth W. Movat and Kathryn Lack for the respondents HEARD & ENDORSED: January 30, 2004 On appeal from the judgment of Justice Colin Campbell of the Superior Court of Justice dated July 10, 2002. APPEAL BOOK ENDORSEMENT [1] The appellant bases its appeal on the proposition that the trial judge erred in law in his application of the law of fiduciary obligations to a situation where parties are negotiating towards an agreement. In our view, the trial judge properly set out the test for finding a fiduciary duty existed. In his application of the test to the facts as he found them, we can see no palpable or overriding error. He was entitled to conclude, as he did, in paragraph 105 of the reasons that: In the context of the relationship between Sarcanin on behalf of Key and Zovko, who talked about a syndicate, nothing more, there is nothing that could extend to a fiduciary-like duty or an obligation on the part of Zovko to ensure that Key be entitled to the profits from Ibler Square. The claim for relief under this heading is denied. None of the indicia of a fiduciary duty are present. Key did not repose trust of anything of a confidential nature to Zovko. Key was not vulnerable in the sense referred to in the cases. [2] We would therefore dismiss the appeal with costs fixed in the amount of $8,000 inclusive of disbursements and G.S.T. Signed: "K. Feldman J.A.