in arguing that any ambiguity in the contract should be construed against Robert and in favour of Ronald.
Was there a Fiduciary Duty?
 The evidence does not support the imposition of a fiduciary duty. Nor does it support a finding that hidden unfairness
lurks in the wording of the contract. Certainly it was negotiated
over a relatively short period of weeks and was drafted by
Westerra’s lawyer on Robert’s instructions. But Ronald had adequate opportunity for input and adequate opportunity to obtain
legal, accounting and tax advice had he chosen to do so.
 Although Ronald deposes that he trusted his brother and
did not really understand the agreement, it is not lengthy or
complex and it is clear that provisions were included which
Ronald requested or had bargained for. The evidence does not
support a finding that Robert breached Ronald’s trust or misrepresented the terms of the contract. To the contrary, the intention
to sever the joint ownership, make certain payments to Ronald
and to buy him out of the company through a share of the profits
of Forest Creek is clear.
 Ronald himself was not unsophisticated and was no
stranger to the use of lawyers. The agreement was drafted by
the company lawyer (Jim Doris) who incorporated various items
as they were agreed. There were several draft agreements and
much of the negotiation was done by e-mail as well as meetings
in person or by telephone. While some of the e-mails indicate
some frustration with the speed of the negotiations and the need
to make decisions relating to construction and the ongoing
development of Forest Creek, they do not indicate anything
that might rise to the level of duress. Ronald was advised and
encouraged to obtain independent counsel and appears to have
advised Mr. Doris that he would do so.
Was the Contract Unfair or Ambiguous?
 There is nothing inherently unfair in the agreement.
Ronald was to receive various benefits including the release of
certain lands to develop on his own account. It should also be
noted that Ron continued to be a shareholder in Ontario Land
Development Inc., which was the developer of Forest Creek and
the entity from which the lots were purchased. In addition to the
specified benefits, he agreed to sell his shares in Westerra to
Robert for 50 per cent of the net after tax profits earned by
Westerra in the Forest Creek subdivision. This is ambiguous
only insofar as the parties and their accounting advisors disagree on the calculation of profits and certain adjustments. There