## Facts

- Carolyn E. Thomas, an elderly widow, inherited two large Oriental vases: one Japanese Cloisonné and one Japanese Satsuma.
- Thomas owned many other antiques and was generally familiar with antique values.
- Before the sale, a Salt Lake City antique dealer had offered Thomas $1,000 for the Cloisonné vase.
- Michael and Stanley Caldwell, childhood friends of Thomas’s children, visited Thomas at her home.
- During the visit, the Caldwells said they had become interested in antiques and that Stanley had become an expert antique appraiser.
- At Thomas’s request, Stanley appraised the Cloisonné vase at $1,000 and the Satsuma vase at $400.
- In return for the appraisal, Thomas gave Stanley a painting and a gold frame.
- The Caldwells then offered to purchase both vases for $1,400.
- Thomas did not accept immediately; she considered the offer for a day or two and consulted family members before agreeing to sell.
- A few weeks later, Thomas saw a local newspaper advertisement offering the vases for sale for $15,000 each.
- Thomas filed an action in replevin to recover the vases and to rescind the sale, alleging (1) a fiduciary relationship based on Stanley’s claimed appraisal status and (2) misrepresentation of value.
- Thomas presented an expert witness who valued the vases far above $1,400, but his estimate relied on prices of Chinese vases from a different period that he described as less valuable than the Japanese vases at issue and that he had seen in Calcutta and Hong Kong.
- The trial court entered judgment for the Caldwells, finding no fiduciary relationship and no misrepresentation; Thomas appealed.

## Issues

1. Whether Stanley Caldwell’s appraisal and claimed status as an antique appraiser, in the context of the parties’ relationship, created a fiduciary or confidential relationship that would support rescission of the sale.
2. Whether the Caldwells’ conduct—including Stanley’s statements about value and the disparity between the $1,400 price and the later $15,000 asking price—proved actionable misrepresentation or fraud justifying rescission and replevin.

## Decision

- The Utah Supreme Court affirmed the judgment for the defendants.
- The court agreed that the evidence supported the trial court’s finding that no fiduciary or confidential relationship existed between Thomas and the Caldwells.
- The court agreed that the evidence supported the trial court’s finding that Thomas failed to prove misrepresentation or fraud.
- The court treated the later newspaper advertisement at a much higher asking price as insufficient, by itself, to establish fraud or to invalidate the sale.

## Legal Principles

- A fiduciary or confidential relationship requires more than friendship or a claim of superior knowledge; it requires circumstances showing justified special trust reposed by one party and accepted by the other so that the trusted party is bound to act primarily for the other’s benefit.
- In an arm’s-length sale, a statement of value is generally treated as an opinion, not a misstatement of material fact, absent proof that it was intentionally false and used to induce reliance.
- Inadequacy of consideration, standing alone, does not justify rescission without additional proof of overreaching, fraud, or a fiduciary/confidential relationship.
- Appellate courts will not disturb trial court findings on relationship, reliance, credibility, and alleged misrepresentation when the record reasonably supports those findings.

## Conclusion

Because Thomas had experience with antiques, knew one vase had drawn a $1,000 dealer offer, and took time to consult her family before selling, the court treated the transaction as an arm’s-length sale rather than one governed by fiduciary duties; coupled with the weak valuation proof and the fact that a later high asking price did not show deception at the time of sale, the evidence did not establish fraud or a confidential relationship, so the judgment for the Caldwells was affirmed.


Thomas v. Caldwell, 497 P.2d 31 (1972)