DECIDED: JUNE 20, dissent because, unlike the majority, there are sufficient indicators a fiduciary relationship between the Yenchis Appellants allow the Yenchis avoid summary judgment their fiduciary duty claim. For following reasons, would affirm the Superior Court.

As the majority recognizes, outside context fiduciary duties imposed as matter of law, the of a is, first foremost, fact - driven inquiry. See Basile v. H & R Block, Inc., 52 A.3d 1202, 1210 (Pa. 2012) (noting In re Estate Scott, 316 A.2d 883, "the 'intensely fact -specific' nature of this inquiry"); (Pa. 1974) ("The concept of a reduced catalogue specific circumstances, invariably falling left or right definitional *2 . [E]ach case must be analyzed on its own facts."). Moreover, the majority cites line. . . the governing test which we have reiterated for finding a confidential relationship: "[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 overmastering influence, or, on the other, weakness, dependence or trust, justifiably reposed." Majority Opinion (quoting Frowen v. Blank, 425 A.2d 412, 416-17 (Pa. 1981)). However, applying those principles, view, the majority gives insufficient heed to our admonition that "it is unhelpful sharply deconstruct generalized guidance [that definition] attempted provide." Basile, 52 A.3d at 1210. this area, would avoid reliance on singular categorical requirements such "overmastering influence," "cedes their decision -making authority", or "surrender[ing]

substantial control." See Majority Opinion at 13, 14, 15, 17. Rather, as we did Basile, would emphasize the relational focus discerning confidential relationships, which, one formulation, is simply this: the "essence of such relationship is reliance one side, and corresponding opportunity abuse that trust . . other." . Basile, 52 A.3d at 1210 (quoting Estate Scott, 316 A.2d 885) (internal quotation marks omitted); see also Frowen, 425 A.2d 416 ("The general test for determining the [a confidential] relationship is whether is clear that the parties did not deal equal terms;" is "not confined any specific association the parties" (internal quotation marks omitted)); Brooks v. Conston, A.2d 684, 688 (Pa. 1947) ("a not limited any particular association parties but exists wherever one occupies toward another such position advisor counsellor as reasonably inspire confidence will act good faith the other's interest" (internal quotation marks omitted)); Basile v. H & R Block, Inc., 777 A.2d 95, 103 (Pa. Super. 2001) ("The possibility excluded *3 concrete rule. So long the requisite disparity is established between the parties' positions in the relationship, and the inferior party places primary in the other's counsel, a may be established."); see generally Deborah A. DeMott, Breach Fiduciary Duty: On Justifiable Expectations of Loyalty and Their Consequences, 48 Ariz. L. Rev. 925, 936 (2006) ("The defining determining criterion should be whether the plaintiff (or claimed beneficiary a fiduciary duty) would be justified in expecting loyal conduct the part actor and whether the actor's conduct contravened that expectation.").

Consistent with this view, reject the majority's reliance our statement Estate Scott that "a business transaction may be the basis a confidential relationship only if one party surrenders substantial control over some portion of his affairs to the other." Majority Opinion (quoting Estate of Scott, 316 A.2d 886) (emphasis added). This statement arguably dicta' and, regardless, in view, is insufficiently flexible to govern the fact -driven nature of a fiduciary relationship analysis.

On the facts this case, conclude they present a closer question than does the majority and, as a result, that summary judgment was improper. it significant that, early their relationship with Appellants, the Yenchis paid $350 a "Financial a confidential thereby allowing one, sister was sister challenge brother's relationship between a brother Estate of Scott, this Court addressed whether obtaining of her signature create joint bank account while she was the hospital. Although the brother defended his actions, part, noting had previously sold sister's car some of her stock her request, there was no question business relationship between them. See Estate of Scott, 316 A.2d at 886. Thus, our imposition of a strict surrender -of -control requirement prove confidential relationship business relations was entirely unnecessary the disposition dispute between siblings. Moreover, tension with the Court's earlier statement that "[t]he concept of a reduced catalogue specific circumstances, invariably falling the left or right of definitional line." Id. at 885. *4 Management Proposal," which was prepared Bryan Holland, identified the cover of the proposal as an "American Express financial advisor", and, the third -page "Important Message," identified "your American Express financial advisor". Exhibit Deposition Eugene Yenchi, 12/2/09 (R.R. at 296a). Except for the cover, each page the proposal was marked "Confidential." Id. Critically, the recommendations the proposal were the basis for the now -complained -of consolidation of the Yenchis' life insurance policies 1996. In view, the fact that the Yenchis paid for financial advice, independent and prior any decision purchase life insurance products from Appellants, suggests that their relationship was not simply arms -length one between customer insurance agent, but that, for their money, they reasonably could have expected some measure fidelity their interests from their self-proclaimed "advisor."2

Moreover, there are other indicators confidential relationship. their depositions, Yenchis repeatedly indicated that they trusted Holland, and relied on superior expertise. See, e.g., Deposition Eugene Yenchi, 12/2/09, at 29 (R.R. at 243a) CO: How that you decided where [your money] should invested while it was at American Express? A: [Holland] advised me to go into that."); id. at 119 (R.R. at 265a) ("I trusted Bryan doing it"); id. at 145 (R.R. at 272a) ("we trusted him that he knew the best"); Deposition Ruth Yenchi, 12/2/09, at 37 (R.R. at 666a) ("Q: Did you ask any questions about anyone, either someone from American Express or anyone else? A: No. Bryan probably said something about it, but we had just figured Bryan knew the insurance more than we did."); id. at 49 (R.R. at 669a) ("He was The majority seemingly discounts solidity of Holland's advice, noting that he "captive" financial advisor. Majority Opinion 17. However, nothing the record suggest that there were, Yenchis understood there be, advisory limitations Holland because of his employment.

telling me basically what was on the pages, and he was my advisor and I took his word."). At the relevant times, they stated he was the only financial advisor they ever spoke with. See, e.g., Deposition Eugene Yenchi, 12/2/09, at 56 (R.R. at 249a); Deposition of Ruth Yenchi, 12/2/09, at 37 (R.R. at 666a). Finally, they testified that they signed documents prepared by Holland without reviewing them. See, e.g., Deposition of Ruth Yenchi, 12/2/09, (R.R. at 667a) ("Q: Would you have read this before you signed it? A: Well, Bryan would have probably said this say you got your policy and then would say you can sign right here . . That's the way most of it . . was done."); id. at 49 (R.R. at 669a) ("He was telling me basically what was the pages, and he was my advisor and I took his word.").

Nevertheless, recognize there are countervailing indicators as well. In I particular, the Yenchis never testified that the fee -based proposal was the basis for their Holland or Appellants, or that Holland ever stated that he was acting their best interests. Moreover, appears that their trust him had its limits, given that, as noted the majority, they declined follow advice times. See Majority Opinion 3, 17. But, view, these conflicting indicators only highlight the factual dispute concerning fiduciary relationship. Finally, while I recognize that we have not heretofore found comparable consumer context, I eschew categorical limitations maintain that our focus should remain the fact - intensive nature the inquiry. Accordingly, because conclude there are outstanding material factual disputes summary judgment inappropriate matter of law, agree with the Superior Court that the trial court's order granting summary judgment to Appellants their fiduciary duty claim should reversed.

For these reasons, would affirm the order below.

Justice Wecht joins this dissenting opinion.