Confirms that parties to comprehensively documented arm's length commercial development management agreements — even where one party has a coordination/management role — will not readily be found to be in a fiduciary relationship, particularly where the principal retains significant contractual control, the parties are sophisticated, and the contract permits self-interested conduct. Practitioners structuring development management arrangements should note that express conflict-of-interest permission clauses and detailed governance mechanisms weigh heavily against the imposition of fiduciary duties.
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