1.3.1 Implied Bargain

If all relationships are contracts, then all relationships are governed by the terms of the “deal.”   Under such a regime, fiduciary duty becomes simply another term of the implied bargain:

Fiduciary duties are not special duties; they have no moral footing; they are the same sort of obligations, derived and enforced in the same way, as other contractual undertakings.

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Scholars of non – or antieconomic bent have had trouble coming up with a unifying approach to fiduciary duties because they are looking for the wrong things.   They are looking for something special about fiduciary relations.   There are is nothing special to find… Contract law includes a principle of good faith in implementation – honesty in fact under the Uniform Commercial Code, plus an obligation to avoid (some) opportunistic advantage taking.     Good faith in contract merges into fiduciary duties with a blur and not a line. Searching for the right definition of a fiduciary duty is not a special puzzle. In short there is no subject here, and efforts to unify it on a ground that presumes its distinctiveness are doomed.^[1]