A fact-based fiduciary duty will not be imposed on a licensee under a comprehensive written licence agreement where the contractual remedies are adequate to vindicate the licensor's rights and the only vulnerability is that which any contracting party has to breach by another. The adequacy of contractual remedies is the determinant of whether there is scope for equity to supplement by way of fiduciary obligation. Where a party amends its pleading to introduce a claim based on equitable duty of confidence, the opposing party must be permitted to defend the claim by challenging the confidential quality of the information, and exclusion of such a defence and related evidence constitutes reversible error.
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