[J-102-2016]
`IN THE SUPREME COURT OF PENNSYLVANIA
`WESTERN DISTRICT
`
`SAYLOR, C.J., BAER, TODD, DONOHUE, DOUGHERTY, WECHT, MUNDY, JJ.
`
`EUGENE R. YENCHI AND RUTH I.
`YENCHI, HUSBAND AND WIFE,
`
`: No. 8 WAP 2016
`
`: Appeal from the Order of the Superior
`: Court entered September 15, 2015 at
`: No. 753 WDA 2014, vacating the
`: Judgment of the Court of Common
`: Pleas of Allegheny County entered May
`: 5, 2014 at No. GD 01-006610, and
`remanding.
`
`:
`
`: ARGUED: November 1, 2016
`
`Appellees
`
`v.
`
`AMERIPRISE FINANCIAL, INC.,
`AMERIPRISE FINANCIAL SERVICES,
`INC., RIVERSOURCE LIFE INSURANCE
`COMPANY AND BRYAN GREGORY
`HOLLAND,
`
`Appellants
`
`OPINION
`
`JUSTICE DONOHUE
`
`DECIDED: JUNE 20, 2017
`
`In this discretionary appeal, we must decide whether a fiduciary duty can arise in
`
`a consumer transaction for the purchase of a whole life insurance policy based upon the
`
`advice of a financial advisor where the consumer purchasing the policy does not cede
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`decision -making control over the purchase to the financial advisor. We conclude that,
`
`consistent with our jurisprudence, no
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`fiduciary duty arises
`
`in such a situation.
`
`Consequently, we reverse the Superior Court's decision to the contrary.
`
`In 1995, Bryan Holland ("Holland"), a financial advisor for IDS Life Insurance
`
`Corporation, made an unsolicited telephone contact, a "cold call," to Eugene and Ruth
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`Yenchi (the "Yenchis") and asked to meet with them regarding their "financial stuff." At
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`

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`the initial meeting, Mr. Yenchi informed Holland that he had a long-term disability policy,
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`and Holland asked him to bring it with him to their next meeting. At this second
`
`meeting, Holland reviewed the disability policy and advised the Yenchis to keep it, as it
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`was a good policy and he could not offer them a comparable product.
`
`At a subsequent meeting in December 1995, for a fee of $350, Holland
`
`presented the Yenchis with a financial management proposal (the "Proposal"). The
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`Proposal contained a notice that it had been prepared by "your American Express
`
`financial advisor" (Holland) and that "[alt your request, your American Express financial
`
`advisor can recommend products distributed by American Express Financial Advisors
`
`and
`
`its affiliates as
`
`investment alternatives
`
`for existing securities." Complaint,
`
`11/13/2003, Exhibit 1, at 3. The Proposal offered the Yenchis a number of general
`
`recommendations, including that they monitor monthly expenses, consolidate their debt,
`
`consider various savings plans, consolidate current life insurance policies into one
`
`policy, review long-term care coverage, keep accurate
`
`records for tax purposes
`
`(medical expenses and charitable contributions), transfer 401(k) funds into mutual
`
`funds, and continue estate planning with an attorney and their financial advisor. Id. at 7-
`
`8. The Yenchis implemented some of these recommendations, saving money in an
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`investment certificate and opening an IRA account.
`
`With respect to the consolidation of life insurance policies, the Yenchis provided
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`Holland with relevant information regarding their current policies with Met Life (five held
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`by Mr. Yenchi and two by Ms. Yenchi).
`
`In January 1996, Holland proposed a whole life
`
`insurance policy for Mr. Yenchi with an initial $115,000 death benefit.
`
`In June 1996, he
`
`proposed a similar policy for Mr. Yenchi with an initial $100,000 death benefit, plus a
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`$25,000 rider for Ms. Yenchi. Mr. Yenchi purchased the latter policy, cashing out his
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`five Met Life policies to make the initial payment. Because Mr. Yenchi also purchased
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`[J-102-2016] - 2
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`

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`the rider for Ms. Yenchi, she did not need to cash in her existing life insurance policies
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`for a new one.
`
`Instead, in 1997 Ms. Yenchi used the proceeds from her two Met Life
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`policies to purchase a deferred variable annuity.
`
`In 1998, Holland proposed that the
`
`Yenchis increase their life insurance coverage to $300,000, but they rejected Holland's
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`advice on this occasion, deciding that they had enough life insurance.
`
`In 2000, the Yenchis had their portfolio independently reviewed. Through this
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`process, they were advised that the 1996 whole life insurance policy Mr. Yenchi had
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`purchased was underfunded, destined to lapse, and that additional premiums beyond
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`those allegedly represented by Holland,' at substantially high rates increasing over
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`time, would have to be paid. They also learned that Ms. Yenchi's 1997 deferred
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`variable annuity would not mature until 2025, when she was eighty-four years old
`
`(rather than sixty-five, as had allegedly been represented by Holland).
`
`In April 2001, the Yenchis
`
`initiated suit by writ of summons, naming as
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`defendants American Express Financial Services Corporation, American Express
`
`1
`
`In their complaint, the Yenchis admitted that Holland presented them with a "Life
`Protection Plus Illustration" (the "Illustration") that provided the essential terms of the
`whole life policy. Complaint, 11/13/2003, ¶ 147. These terms included:
`(1) an initial
`death benefit of $100,000, decreasing to $90,000 at age 70, and to $80,000 at age 80;
`and (2) an initial payment of $17,500, with monthly premium payments of $240 in years
`one through eight, of $2390.45 in year nine, $784.65 in year ten, and $2887 in year
`eleven. Motion for Summary Judgment, Exhibit 1, Deposition of Eugene Yenchi at 105
`(Dep. Ex. 2). The Illustration included separate columns for interest at the current
`(5.85%) and guaranteed (4%) interest rates, and further indicated that there would be
`no surrender value at age 82.
`In connection with the purchase of the policy, Mr.
`Id.
`Yenchi signed a disclosure statement which indicated that current interest rates were
`not a prediction of future policy performance. Id. at 105-07.
`
`At his deposition, Mr. Yenchi testified that Holland represented to him that the monthly
`premiums on the policy would be $240 for eight years, at which time the policy would be
`Id. at 125-26. At trial, Mr. Yenchi testified that he understood that if he paid
`paid off.
`the $240 monthly premium, the payout would be "guaranteed." N.T., 1/28/2014, at 720.
`The Illustration was introduced at trial as Exhibit 20.
`Id. at 705.
`
`[J-102-2016] - 3
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`

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`Financial Advisors Corporation, IDS Life Insurance Company,2 and Holland (collectively,
`
`"Appellants"). The Yenchis' complaint, filed in November 2003, asserted claims of
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`negligence/willful disregard,3 fraudulent misrepresentation, violation of the Uniform
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`Trade Practices and Consumer Protection Law ("UTPCPL"), 73 P.S. §§ 201-1-201-9.3,
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`bad faith, negligent supervision, and breach of fiduciary duty.
`
`By order dated March 21, 2013, the trial court granted summary judgment to
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`Appellants on all claims relating to the 1997 purchase of the deferred variable annuity,
`
`and dismissed the claims for bad faith, negligent supervision and breach of fiduciary
`
`duty relating to the 1996 purchase of the whole life insurance policy. Of relevance here,
`
`with respect to the breach of fiduciary duty claim, the trial court held that no fiduciary
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`relationship was established between the Yenchis and Holland because the Yenchis
`
`continued
`
`to make
`
`their own
`
`investment decisions.
`
`Trial Court Memorandum,
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`7/28/2014, at 3. The trial court cited to its own prior decision in Ihnat v. Pover, 146
`
`P.L.J. 299, 303-10 (1999), in which it held that no fiduciary duty arises between an
`
`insurance agent and a policyholder unless the policyholder delegates decision -making
`
`2 American Express Financial Services Corporation is now known as Ameriprise
`Financial, Inc. American Express Financial Advisors Corporation is now known as
`Ameriprise Financial Services, Inc.
`IDS Life Insurance Company is now known as
`RiverSource Life Insurance Company.
`
`3 The first count of the Yenchis' complaint commingles allegations relating to both
`professional negligence (e.g., that Appellants breached a duty to exercise reasonable
`care, skill and diligence
`recommending an
`in advising and
`insurance program
`appropriate for the needs of the Yenchis), and negligent misrepresentation (e.g., that
`Appellants failed to disclose full, correct and material information regarding the products
`being offered). Complaint, 11/13/2003, ¶¶ 190-98. At oral argument on Appellants'
`motion for summary judgment, counsel for the Yenchis identified this claim as one for
`negligent misrepresentation and advised the trial court that the Yenchis had not
`asserted a claim for professional malpractice. N.T., 3/27/2013, at 7. The trial court did
`not grant summary judgment on this claim. At some point prior to trial, however, the
`Yenchis either abandoned or voluntarily dismissed the claim, although the case docket
`does not so reflect. The Yenchis raised no issues with regard to this count on appeal.
`
`[J-102-2016] - 4
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`

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`control to the insurance agent.
`
`In applying its lhnat decision, the trial court rejected the
`
`notion that there was any material difference between an insurance agent and a
`
`financial advisor. The trial court further indicated that the Yenchis "knew they were
`
`dealing with a representative of American Express who was recommending purchases
`
`of American Express investments." Trial Court Memorandum, 7/28/2014, at 4. While
`
`the trial court noted
`
`that this
`
`fact may be relevant to the Yenchis' fraudulent
`
`misrepresentation and UTPCPL claims, it did not provide support for a fiduciary duty
`
`claim, since "a breach of fiduciary duty claim requires a policyholder to give up control."
`
`Id.
`
`The case proceeded to trial on the Yenchis' fraudulent misrepresentation and
`
`UTPCPL claims in connection with the purchase of the 1996 whole life insurance policy.
`
`At
`
`trial,
`
`the jury returned a verdict
`
`in
`
`favor of Appellants on
`
`the
`
`fraudulent
`
`misrepresentation claim and, based upon the same evidentiary record, the trial court
`
`found in Appellants' favor on the UTPCPL claim.4
`
`The Yenchis' UTPCPL claim, like their claim for fraudulent misrepresentation,
`4
`required proof of common law fraud. Their UTPCPL claim, which related to the 1996
`whole life insurance policy, accrued on or around August 15, 1996, the date Mr. Yenchi
`purchased the policy. At that time, the catchall provision of the UTPCPL prohibited one
`from "engaging in any other fraudulent conduct which creates a likelihood of confusion
`or of misunderstanding." See Prime Meats, Inc. v. Yochim, 619 A.2d 769, 773 (Pa.
`Super. 1993) (quoting 73 P.S. § 201-2(4)(xvii)). On December 4, 1996, this provision
`was amended to prohibit one from "engaging in any other fraudulent or deceptive
`conduct which creates a likelihood of confusion or of misunderstanding." 73 P.S. § 201-
`2(4)(xxi) (emphasis added). See generally Walkup v. Santander Bank, N.A., 147
`F.Supp.3d 349, 361 (E.D. Pa. 2015).
`
`The Superior Court affirmed the trial court's determination that the pre -amendment
`version of the UTPCPL applied to the Yenchis' claim, thus requiring proof of fraudulent,
`as opposed to merely deceptive, conduct. Yenchi, 123 A.2d at 1083. The Yenchis did
`not seek review of that ruling by this Court.
`
`[J-102-2016] - 5
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`

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`The Yenchis appealed. Among the issues presented to the Superior Court was
`
`the dismissal of the breach of fiduciary duty claim. With respect to this issue, the
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`Superior Court agreed with the Yenchis that the trial court erred in focusing exclusively
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`on the nature of the relationship in question (that of a buyer and seller of insurance) and
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`the Yenchis' retention of decision -making authority over their investments. Yenchi v.
`
`Ameriprise Fin., Inc., 123 A.3d 1071, 1080-81 (Pa. Super. 2015). The Superior Court
`
`acknowledged
`
`that Pennsylvania appellate courts have always considered
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`the
`
`existence of a confidential relationships to be dependent upon
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`the facts of each
`
`particular case, as it cannot be "reduced to a catalogue of specific circumstances,
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`invariably falling to the left or right of a definitional line."
`
`Id. at 1080 (citing In re Estate
`
`of Scott, 816 A.2d 883, 885 (Pa. 1974)). As such, the Superior Court held that the trial
`
`court's focus on the
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`insurance aspect of the relationship
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`in this case "eliminates
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`wholesale an entire category of commercial relationships without properly accounting
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`for the fact -sensitive inquiry required by our case law."
`
`Id.
`
`In addition, the Superior
`
`Court held that
`
`the
`
`trial court's insistence that a fiduciary relationship may be
`
`established only when one party cedes decision -making control to the other was too
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`rigid, as prior cases have recognized fiduciary relationships upon a showing of an "over-
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`mastering influence," and thus
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`the standard for the establishment of a fiduciary
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`relationship "can be met with evidence less absolute than a complete cession of
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`decision -making authority." Id.
`
`Judge Lazarus filed a dissenting opinion, indicating that the "relationship created
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`by a commercial, arm's -length transaction" is "not ordinarily confidential by law."
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`Id. at
`
`1085 (Lazarus, J., dissenting) (citing Wisniski v. Brown & Brown Ins. Co., 906 A.2d 571,
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`The terms "fiduciary relationship" and "confidential relationship" may be used
`5
`interchangeably. Stewart v. Hooks, 94 A.2d 756, 759 (Pa. 1953).
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`[J-102-2016] - 6
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`

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`578-79
`
`(Pa. Super. 2006)).
`
`Judge Lazarus noted that the Yenchis knew and
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`understood that they were developing a relationship with an American Express
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`employee who sold insurance and financial products and provided fee -based financial
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`planning advice. Id. at 1085. Because the Yenchis made each decision to purchase a
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`product from Holland, as indicated by their signatures authorizing the purchases, they
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`never ceded decision -making authority to him.
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`Id. at 1086.
`
`This Court granted discretionary review to consider whether the Superior Court
`
`erred in reversing the decision of the trial court to grant summary judgment in favor of
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`Appellants on the grounds that the Yenchis had not adduced sufficient evidence to
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`establish a prima facie case that a fiduciary relationship existed between the parties.
`
`Yenchi v. Ameriprise Fin., Inc., 134 A.3d 51 (Pa. 2016) (per curiam).6 On this issue,
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`Appellants contend that the Superior Court erred in determining that the Yenchis
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`presented sufficient evidence to create an issue of fact as to whether a fiduciary
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`relationship existed with Holland. Appellants argue that in connection with consumer
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`transactions, fiduciary relationships may exist only if one party cedes decision -making
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`control to the other party. Appellants claim that if, as the Yenchis suggest, a fiduciary
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`relationship may be created any time one party relies upon the superior skill, knowledge
`
`or expertise of the other party, then fiduciary relationships would arguably exist in
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`virtually every consumer
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`transaction,
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`including with plumbers, mechanics and
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`salespeople. According to Appellants, no such protections are necessary, since
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`6 We also granted allocatur with respect to an evidentiary issue, namely whether the
`in reversing the decision of the trial court with respect to
`Superior Court erred
`Appellants' motions in limine and granting the Yenchis' request for a new trial on their
`fraudulent misrepresentation and UTPCPL claims. Yenchi v. Ameriprise Fin., Inc., 134
`A.3d 51 (Pa. 2016) (per curiam). Upon further review of the submissions of the parties
`and the certified record on appeal, we have made a determination that the appeal as to
`this issue was improvidently granted.
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`[J-102-2016] - 7
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`consumers have available
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`to
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`them other tort, contract, and statutory remedies,
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`including, in particular, the UTPCPL.
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`The Yenchis, conversely, argue that the Superior Court did not err, as decisions
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`about the existence of fiduciary relationships are fact -intensive inquiries. The Yenchis
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`contend that Appellants held themselves out as experts in financial and retirement
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`planning matters, and that, by contrast, they had only high school educations and no
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`experience working with a financial advisor. This substantial difference of relevant
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`knowledge, the Yenchis insist, created a question of material fact as to whether their
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`relationship with Holland was one so marked by dependence and inequality that it
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`permitted him to take advantage of them. The Yenchis claim that they reasonably
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`believed and trusted that Holland had prepared the Proposal, and later recommended
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`the purchase of the 1996 whole life insurance policy, with their best interests in mind.
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`Our scope and standard of review with respect to the grant of a motion for
`
`summary judgment is as follows:
`
`c[S]ummary judgment is appropriate only in those cases
`where the record clearly demonstrates that there is no
`genuine issue of material fact and that the moving party is
`entitled to judgment as a matter of law.' Atcovitz v. Gulph
`Mills Tennis Club, Inc., 571 Pa. 580, 812 A.2d 1218, 1221
`(2002); Pa. R.C.P. No. 1035.2(1). When considering a
`motion for summary judgment, the trial court must take all
`facts of record and reasonable inferences therefrom in a light
`most favorable to the non-moving party. Toy v. Metropolitan
`Life Ins. Co., 593 Pa. 20, 928 A.2d 186, 195 (2007).
`In so
`the trial court must resolve all doubts as to the
`doing,
`existence of a genuine issue of material fact against the
`moving party, and, thus, may only grant summary judgment
`"where the right to such judgment is clear and free from all
`doubt." Id. On appellate review, then
`
`an appellate court may reverse a grant of
`summary judgment if there has been an error
`of law or an abuse of discretion. But the issue
`as to whether there are no genuine issues as
`
`[J-102-2016] - 8
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`

`

`to any material fact presents a question of law,
`and therefore, on that question our standard of
`review is de novo. This means we need not
`defer to the determinations made by the lower
`tribunals.
`
`Weaver v. Lancaster Newspapers, Inc., 592 Pa. 458, 926
`A.2d 899, 902-03 (2007) (internal citations omitted). To the
`extent that this Court must resolve a question of law, we
`shall review the grant of summary judgment in the context of
`the entire record. Id. at 903.
`
`Summers v. Certainteed Corp., 997 A.2d 1152, 1159 (Pa. 2010).
`
`A motion for summary judgment is based on an evidentiary record that entitles
`
`the moving party to a judgment as a matter of law. Pa.R.C.P. 1035.2, Note. Pursuant
`
`to Rule 1035.2(2), a court must enter judgment in favor of the moving party whenever
`
`the non-moving party, with the burden of proof at trial, fails to produce sufficient
`
`evidence to create a genuine issue of material fact as to a necessary element of the
`
`cause of action or defense that could be established by additional discovery. Barnish v.
`
`KWI Bldg. Co., 980 A.2d 535, 543 (Pa. 2009).
`
`In their motion for summary judgment, Appellants contended that insufficient
`
`evidence existed to create a genuine issue of material fact as to whether a fiduciary
`
`relationship existed between the Yenchis and Holland.
`
`In response, the Yenchis
`
`acknowledged that "[u]nder Pennsylvania law, typically the insurer/insured relationship
`
`is viewed as an arm's -length relationship and fails to create a fiduciary duty." Brief in
`
`Response
`
`to
`
`[Appellants'] Motion
`
`for Summary Judgment, 2/6/2013, at 20.
`
`Nevertheless, the Yenchis' contended that "the nature of the insurer/insured relationship
`
`changed and a confidential relationship was created because [Appellants] acted as a
`
`financial advisor providing investment planning advice for a fee."
`
`Id.
`
`In their response
`
`to the motion for summary judgment, the Yenchis cited to scant evidence in the
`
`summary judgment record in support of this claim. As evidence of their trust in Holland,
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`[J-102-2016] - 9
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`

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`they referenced their decisions, based upon his advice, to cash out their Met Life
`
`policies and to use those proceeds to purchase the 1996 whole life insurance policy and
`
`the 1997 deferred variable annuity policy.7
`
`Id. at 8. The Yenchis' also referenced their
`
`lack of sophistication regarding finances or the language used in insurance policies and
`
`legal documents, although they did not cite to any particular deposition testimony or
`
`other evidence to support this claim.8 Finally, again without citing to any record support
`
`(including no evidence that Holland ever actually told them that he was acting in their
`
`best interests), the Yenchis claimed that "[b]y charging a fee for independent financial
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`advice, [they were] justified in believing that the advice was being provided in their best
`
`interests, and was more than an ordinary arm's -length transaction
`
`involving the
`
`purchase of insurance."
`
`Id. Notably, in their response to the motion for summary
`
`judgment, the Yenchis did not contend, or cite to any evidence in support of, any close
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`personal relationship with Holland. From their deposition testimony, it would appear
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`that all of their meetings took place either in Holland's office or over the phone.9
`
`Although not referenced in the Yenchis' response to the motion for summary
`judgment, in her deposition Ms. Yenchi related that she frequently called Holland with
`questions after she read her monthly statement. Motion for Summary Judgment, Exhibit
`2, Deposition of Ruth Yenchi at 52-53. She also testified that they often signed
`documents based upon Holland's representations with regard to their contents.
`Id. at
`48-49 ("[H]e was my advisor and I took his word."). Mr. Yenchi likewise testified to
`Id., Exhibit 1, Deposition of Eugene Yenchi at 145 ("[W]e trusted him
`trusting Holland.
`that he knew the best.").
`
`8 Again, while not referenced in their response to the motion for summary judgment,
`Mr. Yenchi testified at his deposition that he graduated from high school.
`Id. at 9. Ms.
`Yenchi did not testify regarding her educational background.
`
`In their appellate brief filed with this Court, the Yenchis cite to testimony from Mr.
`9
`Yenchi regarding his discussions with Holland, at the beginnings of their meetings,
`regarding a variety of topics, including golf and cigars. Yenchis' Brief at 26 n.11. Mr.
`Yenchi testified that he "would like to think he had a relationship" with Holland.
`Id. To
`the extent that this testimony could be relevant, it was offered by Mr. Yenchi at trial, and
`thus was not a part of the summary judgment evidentiary record.
`(continued...)
`
`[J-102-2016] - 10
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`

`

`A fiduciary duty is the highest duty implied by law. Miller v. Keystone Ins. Co.,
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`636 A.2d 1109, 1116 (Pa. 1994) (Cappy, J., dissenting). A fiduciary duty requires a
`
`party to act with the utmost good faith in furthering and advancing the other person's
`
`interests, including a duty to disclose all relevant information. See Basile v. H & R
`
`Block, Inc., 761 A.2d 1115, 1120 (Pa. 2000); Young v. Kaye, 279 A.2d 759, 763 (Pa.
`
`1971) ("When the relationship between persons is one of trust and confidence, the party
`
`in whom the trust and confidence are reposed must act with scrupulous fairness and
`
`good faith in his dealings with the other and refrain from using his position to the other's
`
`detriment and his own advantage."); Sylvester v. Beck, 178 A.2d 755, 757 (Pa. 1962);
`
`McCown v. Fraser, 192 A. 674, 676-77 (Pa. 1937); Null's Estate, 153 A. 137 (Pa. 1930),
`
`see also Black's Law Dictionary (10th ed. 2014) (defining a fiduciary duty as "a duty to
`
`act with the highest degree of honesty and loyalty toward another person and in the
`
`best interest of the other person"). This highest duty will be imposed only where the
`
`attendant conditions make it certain10 that a fiduciary relationship exists. Leedom v.
`
`Palmer, 117 A. 410, 412 (Pa. 1922) ("[T]he evidence to sustain a confidential relation
`
`must be certain; it cannot arise from suspicion or from infrequent or unrelated acts[.]");
`
`In re Erdeljac's Estate, 131 A.2d 97, 100 (Pa. 1957); In re King's Estate, 87 A.2d 469,
`
`472 (Pa. 1952).
`
`In some types of relationships, a fiduciary duty exists as a matter of law.
`
`Principal and agent, trustee and cestui que trust, attorney and client, guardian and
`
`(... continued)
`
`10 The requirement that evidence be "certain" is an early forerunner of what is now
`referred to a "clear and convincing" burden of proof.
`In some older cases, the
`applicable burden of proof was styled as "definite, certain, clear and convincing." See,
`e.g., In re Swenk's Estate, 108 A.2d 825, 827 (Pa. Super. 1954); In re Culhane's Estate,
`2 A.2d 567, 572 (Pa. Super. 1938).
`
`[J-102-2016] - 11
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`

`

`ward, and partners are recognized examples. See, e.g., McCown v. Fraser, 192 A. 674,
`
`676-77 (Pa. 1937); Young, 279 A.2d at 763. The unique degree of trust and confidence
`
`involved in these relationships typically allows for one party to gain easy access to the
`
`property or other valuable resources of the other, thus necessitating appropriate legal
`
`protections.
`
`Where no fiduciary duty exists as a matter of law, Pennsylvania courts have
`
`nevertheless
`
`long
`
`recognized
`
`the existence of confidential
`
`relationships
`
`in
`
`circumstances where equity compels that we do so. See Darlington's Appeal, 5 W.N.C.
`
`529 (Pa. 1878). Our courts have found fiduciary duties in circumstances where the
`
`relative position of the parties is such that the one has the power and means to take
`
`advantage of, or exercise undue influence over, the other. The circumstances in which
`
`confidential relationships have been recognized are fact specific and cannot be reduced
`
`to a particular set of facts or circumstances. Scott, 316 A.2d at 885. We have
`
`explained that a confidential relationship "appears when the circumstances make it
`
`certain the parties do not deal on equal terms, but, on the one side there is an
`
`overmastering influence, or, on the other, weakness, dependence or trust, justifiably
`
`reposed[.]" Frowen v. Blank, 493 137, 425 A.2d 412, 416-17 (Pa. 1981).
`
`In these
`
`cases, which have typically been brought in courts of equity, if a confidential relationship
`
`was found to exist, then the burden shifts and the fiduciary has to demonstrate that
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`there has been no breach of trust.
`
`Id. Transactions between persons occupying a
`
`confidential relationship are voidable, and the party seeking to benefit from such a
`
`transaction must demonstrate
`
`that his or her actions were at all
`
`times
`
`"fair,
`
`conscientious, and beyond the reach of suspicion." Young, 279 A.2d at 766; Matter of
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`Estate of Evasew, 584 A.2d 910, 913 (Pa. 1990).
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`While cases involving fiduciary relationships are necessarily fact specific, they
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`usually involve some special vulnerability
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`in one person
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`that creates a unique
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`opportunity for another person to take advantage to their benefit. This Court has
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`recognized that while disease or advancing age "do not by themselves create a
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`confidential relationship with another," such limitations "may support an inference of
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`confidentiality" if they bear on a party's "capacity to understand the nature of the
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`transaction in question." Scott, 316 A.2d at 886. Family relationships or close personal
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`friendships, while also not dispositive of the existence of a confidential relationship,
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`have also often played significant roles in particular determinations. Silver v. Silver, 219
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`A.2d 659, 662 (Pa. 1966) (stating that kinship, while not dispositive, is a factor "which
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`cannot be ignored").
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`Where one party lacks the ability to understand the nature and terms of the
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`transaction and simultaneously reposes their complete trust in the other party based
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`upon well -established relationships, this circumstance provides an opportunity for the
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`second party to exercise undue influence over the first and, thus, effectively control the
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`decision -making process to their advantage.
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`In Frowen, for example, the sale of a farm
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`for an unreasonably
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`low price was set aside after recognition of a confidential
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`relationship between, on the one hand, an elderly and infirm eighty -six -year -old widow
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`with little formal education and, on the other, neighbors who had befriended her.
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`Frowen, 425 A.2d at 415-16. Similarly, in Brooks v. Conston, 51 A.2d 684 (Pa. 1947),
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`after the unexpected death of her husband, a widow with no experience in business
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`matters agreed to sell the family's business assets, at an unfair price, to a "warm family
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`friend" who advised her to do so without any appraisal of their value.
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`Id. at 687-88.
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`Undue influence resulting in a loss of control has also been found to exist when
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`one party places their complete and unhesitating trust in the other party, and in so doing
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`effectively cedes their decision -making authority to the other party.
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`In Young, for
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`example, an octogenarian (Young) with no knowledge of the intricacies of state and
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`federal tax laws, effectively ceded control of the financial aspects of the corporation he
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`owned to someone (Brooks) he considered to be a close friend and trusted advisor.
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`Young, 279 A.2d at 761. Young routinely signed, unquestioningly, corporate (and
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`individual) income tax returns, corporate financial statements, and other corporate
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`letters and financial documents, all prepared by Brooks.
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`Id. After the IRS issued a
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`deficiency assessment against the corporation, Brooks advised Young
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`that the
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`assessment could be avoided if he transferred all of his shares in the corporation to him
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`(Brooks) "for tax purposes only."
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`Id. Relying solely on Brooks' advice, Young signed a
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`certificate transferring all 10,000 shares of the corporation to Brooks, which Brooks then
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`sold to a third party for $50,000.
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`Id. This Court held that the transfer of the stock to
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`Brooks was not an arm's -length transaction, as Young's overwhelming reliance on
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`Brooks' tax advice created a situation in which Brooks had a unique opportunity to take
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`advantage of Young.
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`Id. at 763. We accordingly reversed the equity court's decision,
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`voided the Young -to -Brooks transaction, and held that Young had a superior claim to
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`the stock than did the third party. Id. at 760.
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`Conversely, even where special vulnerabilities exist,
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`this Court has not
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`recognized the existence of a confidential relationship if the person continued to act on
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`his or her own behalf and did not succumb to any "overmastering influence" of another.
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`For instance, in Jenne v. Kennedy, 109 A.2d 307 (Pa. 1954), this Court refused to void
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`the sale of a house by an eighty-five year old mother to her daughter, concluding that
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`there was not "the slightest shred of testimony that she was overpowered, dominated,
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`or unduly influenced in her judgments by this defendant." Id. at 309. In Scott, we found
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`no confidential relationship existed between a sister and her brother, even though the
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`sister, while in intensive care, had signed a bank card giving her brother access to her
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`funds. He also later sold her car.
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`Id. at 885-86. This Court determined that even
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`during her infirmity, she continued to manage her own affairs and knowingly directed
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`her brother's actions on her behalf, thus negating any possibility of a confidential
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`relationship. Id. at 886 ("Mrs. Scott's mental powers were undiminished during the time
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`she was in intensive care."). And in In re Estate of Dunlap, 370 A.2d 314 (Pa. 1977),
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`this Court found that no confidential relationship existed between a father and son
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`where the evidence showed that the father conducted his own banking business and
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`executed the codicil to his will in his son's absence.
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`Id. at 317 ("appellant's evidence
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`describes an individual independently handling his own affairs").
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`The Superior Court, in the case before us, erred in relying on our case law
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`involving undue influence to support its conclusion that a fiduciary relationship can be
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`established without evidence that decision -making power was effectively ceded to
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`another. Yenchi, 123 A.3d at 1080-81.
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`Its view misses the point that the exercise of
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`undue influence, at its core, indicates that an individual so influenced has lost the ability
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`to make an independent decision.
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`In the present case, the Yenchis do not claim that Appellants' roles as sellers of
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`insurance or, more generally, as financial advisors, created a fiduciary relationship as a
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`matter of law. The Superior Court did not so hold. Yenchi, 123 A.3d at 1080 ("To be
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`clear, we do not hold that evidence of [Appellants'] purported positions as financial
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`advisors is sufficient by itself to establish a confidential relati