This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
Even where false representations as to the contents of a written contract are not treated as fraud in the absence of special circumstances, a different result is reached if the parties to the contract are in relations of special trust and confidence towards each other. The doctrine here involved is a special application of constructive fraud. As will be set out in greater detail hereafter,1 many statements which would not amount to actual fraud if made by one party who is dealing with the other at arm's length, do amount to constructive fraud when made by one who occupies relations of special trust and confidence towards another. Hence, even in jurisdictions where representation as to the contents of a written contract is held* not to be fraud if the adversary party has a fair opportunity to read such contract and the parties are dealing at arm's length, such representations are treated as amounting to fraud if made by the superior in a relation of special trust and confidence.2 Thus where a child relies on statements of its parent as to the contents of a written contract,3 or a nephew relies on the statements of an aunt who was in loco parentis to him,4 or a client relies on the statements of his attorney,5 fraud exists though the party reposing such confidence had an opportunity to read the contract in question. If a father reposes trust and confidence in his son, and has joined in deeds which his son has prepared conveying different lots in which the father has an estate by curtesy, the father may have rescission of a deed which the son prepares which conveys all of the father's interest in all of the land in which he has such estate, if the son represents to him that such deed conveys but one lot, although the father executes such deed without reading it.6
11 Krah v. Wassmer, 7S N. J. Eq. 109. 71 Atl. 404 [affirmed without opinion, Krah v. Radcliffe, 78 N. J. Eq. 305, 81 Atl. 1133]. (In this case the oral contract poasibly provided for certain restrictions without defining them; and the written contract omitted all reference thereto.) 1 See ch. XVI.