Different Commercial Implications : How Fiduciary Duties Differ from Contractual Duties?

Commerce and Equity have always been at crossroads with each-other and seem incomprehensible to co-exist due to their nature. While commercial environment envisages absolute contractual freedom of parties, equity has hues of paternalism to prevent abuse of power relations. A breakthrough in this tussle came from law and economics school which constructed fiduciary duties as implied contractual obligations and this phenomenon has since gained pace. However, this conception is not only based on wrong foundations but is also dangerous for the realm of commerce.This note seeks to address this issue by highlighting differences between fiduciary duties and contractual duties. Further, it seeks to promote the view that fiduciary duties are entirely different from implied terms in both, ethics and content thereby having entirely different consequences. It forcefully argues that fiduciary duties’ special characteristics justify its separation from the sphere of contracts and argues that it should receive a separate judicial treatment