Under New York law, business relationships can give rise to fiduciary duties in certain factual settings. As explained by the New York Court of Appeals in EBC I Inc. v. Goldman, Sachs & Co., “[a] fiduciary relationship exists between two persons [whenever] one of them is under a duty to act for or to give advice for the benefit of another upon matters within the scope of the relation.”1 Such a relationship “is grounded in a higher level of trust than normally present in the marketplace between those involved in arm’s length business transactions.”2
The Court of Appeals further advised that the determination of whether such a relationship exists is “necessarily fact-specific,” and that although the courts may look to a contract between the parties to discover the nature of the parties’ relationship, it is “fundamental” that the existence of a fiduciary duty does not depend solely on the language of that contract.3
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