(dissenting) : I would reverse on the grounds that the undisputed facts and testimony establish that a fiduciary relation existed between Edmund F. Steiner and Elsie L. Steiner, his wife, on the one hand, and the latter’s father and mother, John C. and Alena Lank, on the other, regarding the affairs of H. R. Phillips, Inc.; that by reason of such relation there is a presumption of invalidity of the stock options here in controversy; and that the Steiners have failed to overcome that presumption.
The following facts were established by uncontroverted testimony and stand undisputed:
John C. Lank was over 83 years of age and Mrs. Lank was 82 years old when they signed and delivered the options to the Steiners in March 1961.
About two years earlier, in January 1959, Lank had been stricken with pneumonia and, after release from the hospital, the Lanks lived with the Steiners. Lank had a relapse and was returned to the hospital; thereafter, the Lanks again lived with the Steiners during the period of recuperation. Mrs. Steiner looked after her parents after they returned to their home. Later in 1959 and early in 1960, Lank began to lose the use of his right hand and arm as the result of a neuropathic condition. This led to another hospitalization for which Mrs. Steiner made all the arrangements. While in the hospital, Lank’s hand began to atrophy; his mind began to “wander”; and he became very despondent. He escaped from the hospital and walked the streets of Wilmington in his nightgown. After leaving the hospital, Lank had nurses at home around-the-clock until the middle of March 1960; thereafter, a housekeeper took care of the Lanks. Dur*269ing this period, Mrs. Steiner visited her father “three to seven times” a week, arranged for doctors and nurses, prepared and signed his checks, and took care of major and minor problems of the Lank household. Mrs. Steiner was the child who did most to look after and care for the Lanks during this period. She was “emotionally involved” because of their situation. In 1961, Lank’s eyesight began to fail and he had difficulty reading. Although handicapped by age and illness, Lank remained a person of independence. Mrs. Lank became a patient in a nursing home in the Fall of 1962 and died there in September 1963. Lank died in May 1963.
Steiner acted with his wife throughout in helping the Lanks and in making frequent visits to them. They visited the Lanks more than any of the other children. Steiner kept Lank informed as to the affairs of H. R. Phillips, l'nc., and Lank relied upon Steiner regarding such matters. In this connection, Steiner testified:
“Q. Isn’t it a fact, Mr. Steiner that he [Lank] relied upon you with regard to his business affairs in H. R. Phillips ?
“A. Yes, I would say so.”
And in response to a question as to the ways in which Lank would rely upon Steiner with regard to the business affairs of Phillips,Steiner testified:
“The only thing that I know is that he trusted me, and trusted my word. I never lied to him.”
Again, in referring to Panic’s reliance upon him regarding corporate matters at the time the options were executed, Steiner testified:
“* * * And your testimony is that prior to this time he had relied upon you with respect to the affairs of the Phillips Company ?
"A. That’s right.
“Q. And on this occasion he asked you what you thought the stock was worth ?
“A. Yes.
“Q. At that particular moment you were occupying a pretty high degree of trust in this particular transaction, weren’t you ?
“A. That’s right.
*270“Q. He was depending on you to tell the truth as to what it was worth ?
“A. That’s right.” 1
Lank had been a surveyor; Mrs. Lank had been a homemaker with no business experience or background; Steiner, age 57 at the time, held a degree of bachelor of science in electrical engineering and had years of experience as salesman, engineer, and business executive. It was Steiner who first interested Lank in Phillips and the dealership in gasoline and fuel oil. The stock certificates purchased by the Lanks in 1954 were held by the Steiners in their safe deposit box from the date of issuance. Steiner was an active officer in Phillips from 1954 on.
At some time prior to March 28, 1961, Steiner had the stock options prepared by an attorney of his own selection; and the papers were prepared without opportunity of consultation by the attorney with either Mr. or Mrs. Lank. The option contracts were signed in the Lank home by the Steiners and the Lanks on the same day the Steiners brought them, the only witness being the housekeeper; but the nature of the papers were not explained to the witness. The options ran in favor of Mr. and Mrs. Steiner, or the survivor of them. One option covered Mr. Lank’s 100 shares of stock; the other covered Mrs. Lank’s 50 shares. Neither Mr. nor Mrs. Lank had the benefit of independent advice regarding the options. Both died before this litigation was commenced. Lanks’ other children were unaware of the existence of the options until January 1963; and the details were unknown to them until after the death of both parents.
From these undisputed facts, the most reasonable inference to be drawn, in my opinion, is that there was a relation of trust and confidence such as to enable the Steiners to exert influence over the Lanks. It follows as a matter of law, in my view, that a fiduciary relation existed such as gives rise to a presumption of the invalidity of the stock options. See 3 Pomeroy’s Equity Jurisprudence (5th Ed.) pp. 788-792.
*271The Chancery Court inferred that the Lanks did not depend upon the Steiners as to the stock options ;2 and it is concluded therefrom3 that there was no fiduciary relation. The majority affirms on the ground that this Court will not reverse findings of fact of a trial court which are “supported by the record and are the product of an orderly deductive process.” The majority also states that it is our duty to make our own findings if “the doing of justice requires it, and if the findings below are clearly wrong.”
I am unable to agree with this statement of the scope of appellate review in this case. It fails to make the necessary distinctions between the review of findings of basic fact and the review of inferences.
Inferences drawn from undisputed facts and testimony by a trial court are not clothed with the comparative impregnability accorded to findings of basic fact based upon demeanor evidence. We stated in Nardo v. Nardo, Del., 209 A.2d 905 (1965) :
“A distinction is also made between a finding of fact and an inference drawn from the facts. In any case, where a finding is a deduction, a process of reasoning, or a logical inference, it is the duty of this court to review the inferences made below; and, if we think justice requires it, we will draw our own inferences and reach our own conclusions in connection therewith. New York Trust Company v. Riley, supra.”
*272And in Nelson v. Murray, Del., 211 A.2d 842, 844 (1965), a custody-case, we restated this proposition. Although we there accepted the trial court’s findings of fact, we declined to accept its deduction and ultimate finding as to custody.
The majority opinion cites Application of Delaware Racing Association, Del., 213 A.2d 203 (1965). It was there stated that this Court has the duty to draw inferences and deductions “if the requirement of doing justice requires it and if the findings below are clearly wrong.” It is to be noted that in Delaware Racing Association, as in the majority opinion here, a “clearly wrong” 4 element was added to the Nardo and Nelson statements that we have the duty to draw our own inferences “if we think justice requires it.” I am unable to agree with this change.
This Court’s responsibility in the appellate review of inferences drawn from uncontroverted facts and testimony is not limited to an ascertainment that the inferences of the trial court are rational; our duty in this connection is not discharged by a conclusion that the inferences of the trial court are not “clearly wrong.” We have the obligation, in my opinion, to draw the most reasonable inference from undisputed facts and testimony, and to substitute our inference for that of the trial judge if we are satisfied that ours is more reasonable than his.
Judge Learned Hand addressed himself to this concept in E. F. Drew & Co. v. Reinhard (2 Cir., 1948) 170 F.2d 679, 684, a case involving the question of “intent” :
“* * * When an appellate court is faced with that question, it is in substantially as good a position to answer it as the trial judge, provided it accepts as true all the oral testimony as we do here, so far as it was relevant. We yield to findings of fact, so far as those parts of the evidence which cannot come before us may have controlled their decision; we must assume that these evanescent factors may have been persuasive, unless what does *273come before us rationally forbids the conclusions, no matter what the unknown factors were. After giving them every possible probative force they might have, our problem therefore becomes the same as that before the trial court. * *
The principle was stated as follows in American Tobacco Co. v. The Katingo Hadjipatera (2 Cir. 1952) 194 F.2d 449, 451:
“We accept, as we must, those of the trial judge’s inferences of fact which he drew directly from his estimates of the credibility of witnesses whom he observed as they testified in his presence/— i. e., his inferences (sometimes called ‘testimonial inferences’) that certain facts existed because he believed some witness or witnesses who testified before him that those facts did exist. We are not required, however, to accept a trial judge’s findings, based not on facts to which a witness testified orally, but only on secondary or derivative inferences from the facts which the trial judge directly inferred from such testimony. We may disregard such a finding of facts thus derivatively inferred, if other rational derivative inferences are open. And we must disregard such a finding when the derivative inference either is not rational or has but a flimsy foundation in the testimony.”
See also Appendix to Wabash Corp. v. Ross Electric Corp. (2 Cir., 1951) 187 F.2d 577, 601; Ruby v. American Airlines (2 Cir., 1964) 329 F.2d 11, 22.
The Third Circuit distinguishes between the review of inferences and the review of findings of basic facts. In Sears, Roebuck & Co. v. Johnson, (3 Cir., 1955) 219 F.2d 590, 591, the Court ruled that the “clearly erroneous” test of F.R.C.P. 52 does not apply to inferences, stating: *274See also Lehmann v. Acheson (3 Cir., 1953) 206 F.2d 592, 594. Similarly, in Bagley v. Page, 57 R.I. 186, 189 A. 39, 41 (1937), the Supreme Court of Rhode Island referred to the persuasive force of the findings of the trial judge but stated that, as it has often held, “an appellate court is in as favorable a position as a trial court to draw inferences from undisputed facts and testimony.” And in Corkum v. Salvation Army of Mass., Inc., 340 Mass. 165, 162 N.E.2d 778 (1959), the Supreme Judicial Court of Massachusetts held that where the oral testimony, not being in dispute, presents no question of credibility, it is in “as good a position to decide the case as was the trial judge”; and in doing so “we may draw our own inferences of fact from the basic facts shown, without deference to any inferences which might have been drawn by the trial judge.” See also Eways v. Reading Parking Authority, 385 Pa. 592, 124 A.2d 92, 96 (1956).
*273“* * * In disturbing a district court’s findings of basic facts, this court is guided by the ‘clearly erroneous’ provision of Rule 52(a). But Rule 52(a) is not applicable where, as here, the dispute is not as to the basic facts, but as to what inferences ( i. e., ultimate fact) should reasonably be derived from the basic facts. This court, by examining the basic facts found by the district court, can determine, as advantageously as the district court can, whether or not an inference * * * is warranted. * *
*274I adhere to the rule stated in Nardo and Nelson and supported by authorities such as the above: This Court should draw its own inferences from undisputed facts and testimony when we think justice requires it; and we should not hesitate to substitute our inference for that of the trial judge when we are satisfied that ours is more reasonable than his. This is nonetheless so even though it cannot be said that the trial court’s inference is unreasonable. Our function in this regard is based upon the proposition that the collective judgment of a number of appellate judges may properly be substituted for the individual judgment of the trial judge as to inferences which depend upon general information and experience and logic, and are not based upon the demeanor or the credibility of the witness. This function is not fulfilled, in my opinion, by the majority’s ascertainment in the instant case that the inference of the trial court was rational — “the product of an orderly deductive process” — or by the determination that the trial judge was not “clearly wrong.”
The most reasonable inferences to be drawn from the undisputed facts and testimony are, in my judgment, that a relation of trust and confidence existed between the Steiners and the Lanlcs such as to enable the Steiners to exert influence over the Tanks; and that the Tanks relied upon the Steiners as to the stock options. It is my conclusion that a fiduciary relation resulted as a matter of law.5
*275A presumption of invalidity arises from such fiduciary relationship. In Peyton v. William C. Peyton Corporation, 23 Del.Ch. 321, 7 A.2d 737, 747 (1939), this Court stated the rule as follows:
“* * * Confidential and fiduciary relations have the same meaning in law; and as every fiduciary relation implies a condition of superiority of one of the parties over the other, equity raises a presumption against the validity of a transaction by which the superior obtains a possible benefit at the expense of the inferior, and casts upon him the burden of showing affirmatively his compliance with all equitable requisites. So, the principle is well established that a person standing in a confidential relation towards another may not retain benefits conferred by his principal in a transaction as to which competent independent advice is considered necessary, except upon a satisfactory showing that the principal had such advice in conferring the benefits. * *
I would conclude that the Steiners failed to overcome the presumption of invalidity, and may not prevail, because, in the absence of independent advice, they were unable to sustain their burden of proving that “there was no abuse of confidence and that the transaction was fair and free from the undue influence inferred from the relationship.” 3 Pomeroy’s Equity Jurisprudence (5th Ed.) p. 798. The Chancery Court erred, in my opinion, in relieving the Steiners of that burden of proof and in imposing upon the other parties in these cases the burden of adducing evidence that the Lanks were “misled” or that a “conscious exploitation of this relationship was the basis for the granting of the options.” See 213 A.2d 848, 852. The doctrine of the Peyton case does not arise from exploitation by concealment, misrepresentation or fraud; it arises from the “very conception and existence of a fiduciary relation.” 3 Pomeroy’s Equity Jurisprudence (5th Ed.) p. 790.
Accordingly, I would reverse.
. In this connection, the trial court found that “* * * over the years Lank looked to Steiner for information concerning the corporation * * *”; and “It is true that Lank relied upon Steiner for advice concerning the corporation’s affairs.” See 213 A.2d 848, 852.
. It is assumed for present purposes that the trial court and the majority are correct in considering actual dependency or reliance to be an essential element of a fiduciary relation. This is questionable, however. Pomeroy quotes with approval that a fiduciary relation arises “* * * wherever there exists such a confidence * * * as enables the person in whom confidence or trust is reposed to exert influence over the person trusting him * * *.” 3 Pomeroy’s Equity Jurisprudence (5th Ed.) p. 791. And in Peyton v. William C. Peyton Corporation, 23 Del.Ch. 321, 7 A.2d 737, 747 (1939), this Court stated: “Confidential and fiduciary relations have the same meaning in law; * * Query: Does not the fiduciary relation arise from the confidence and trust which put the Steiners in a position to exert influence over the Lanks, regardless of whether they were actually influenced? Does not an attorney stand in a fiduciary relation to his client even though the client does not act in reliance upon the attorney’s advice ?
. For certain other undisputed facts emphasized by the trial court in this connection, see 213 A.2d 848, 852.
. This “clearly wrong” element is to be compared to the “clearly erroneous” element of F.R.Civ.P. 52: “* * * Findings of fact shall not be set aside unless clearly erroneous, and due regard shall be given to the opportunity of the trial court to judge of the credibility of the witnesses. * *
. See first footnote on page 271.