Plaintiff, a citizen of Illinois, brought this action against defendant, a Delaware corporation, to cancel and set aside a contract entered into between the parties. The case was tried by the court without a jury. The trial judge made special findings of fact. He concluded as a matter of law that at the time of the' execution of the contract a relationship of special trust and confidence existed between plaintiff and Smart (defendant’s agent) and entered a decree setting aside and cancelling the contract. To reverse the decree, defend- ■ ant appealed.
Three questions are presented. First. Did a confidential relationship exist between the parties? Second. Was plaintiff induced to sign the contract by some deception or fraud on the part of defendant? Third. If there was fraud in the procurement of plaintiff’s signature, did plaintiff’s performance of the contract from May 23, 1944 to January 10, 1946, without objection, constitute an election to affirm the contract. In the view we take of this case it will not be necessary to discuss the third question.
First. It is true that when the existence of a fiduciary relationship has been established, the law casts the burden *653upon the dominant party to produce evidence of good faith and fair dealing, but equity has not set any bounds to the facts and circumstances out of which a fiduciary relationship may arise, and each case must stand or fall on its own facts. The relationship is not confined to any specific association of the parties, and the origin of the confidence and the source of the influence is immaterial, and no special character or relationship is necessary as a matter of law. The relationship arises wherever the circumstances make it certain that confidence was reposed on one side and domination and influence resulted on the other. But where a fiduciary relationship does not exist as a matter of law, the burden of proving facts from which such a relationship arises is upon the person seeking to establish the relationship, and the proof must be clear, convincing, and so strong as to lead to but one possible conclusion. Stewart v. Sunagel, 394 Ill. 209, 68 N.E.2d 268; Finney v. White, 389 Ill. 374, 59 N.E.2d 859; Johnson v. Lane, 369 Ill. 135, 15 N.E.2d 710; Seely v. Rowe, 370 Ill. 336, 18 N.E.2d 874; and Commercial Merchants National Bank & Trust Co. v. Kloth, 360 Ill. 294, 196 N.E. 214.
With these rules in mind, we have examined the record so as to ascertain whether it contained sufficient evidence to warrant a conclusion that a fiduciary relationship existed between the parties. Our study has convinced us that there was nothing in the relationship of the parties to raise any presumption of a domination by Smart over Vargas or that Smart had acquired an influence and superiority over Vargas which he abused.
Plaintiff, an artist, fifty-one years of age, is a native of Peru. He left Peru at the age of seventeen. From 1912 to 1916 he resided in continental Europe, and since 1916 he has resided in the United States. He came to Chicago in June, 1940. Defendant is engaged in the business of publishing magazines, calendars, and other printed matter. David A. Smart is its president and all of plaintiff’s dealings concerning the contract were carried on with David A. Smart as defendant’s agent.
In June, 1940, Vargas, then a little known artist, after a conference with Smart, entered into an employment contract with defendant, by which he agreed to furnish defendant with certain art material for use in magazines published by Esquire and for use by it. The contract covered a period of three years, commencing July 1, 1940, with an option to defendant of extending the agreement for an additional period of three years upon giving Vargas ninety days’ notice prior to such date. The contract fixed Vargas’ salary at $75 per week, payable monthly, and provided additional compensation of 5% of the net receipts of Esquire from sale or other disposition of art work produced by Vargas which was sold or exploited by Esquire for commercial purposes. In case Esquire exercised its option to extend the contract, the basic salary of Vargas during such extended period was to be $150 per week and 60% of the net receipts from outside sources.
The defendant failed to exercise its option to extend this contract but Vargas continued in the defendant’s employ without a contract upon a basis mutually satisfactory until May 23, 1944, when a second contract was entered into. This is the contract involved in this appeal.
Briefly, the controlling facts shown from all the evidence were that Vargas was an artist in whom Smart was interested; that as a friend he advised Vargas and his wife (a native born American who handled his business affairs) as to their place of abode and the furnishing of their apartment; that Smart visited Vargas’ home and had defendant advance such money as they might need to furnish their apartment and which they might from tim« to time require for various purposes; that Vargas believed in the honesty of Smart; that Vargas was given attention and supervision so as to make sure that his pictures were the best to be obtained from him; that efforts were made to see that he might work and live in agreeable and pleasant surroundings which would help him to work and enhance his prestige as an artist; and that Smart did what he reasonably could to satisfy the wants and desires dictated by Vargas’ artistic temperament.
But belief in the honesty and integrity of a close and intimate friend, Bordner v. *654Kelso, 293 Ill. 175, 127 N.E. 337; Higgins v. Chicago Title & Trust Co., 312 Ill. 11, 143 N.E. 482, or the existence of an employee-employer relationship, Doheny v. Lacy, 168 N.Y. 213, 61 N.E. 255; Renshaw v. Tracy Loan & Trust Co., 87 Utah 364, 49 P.2d 403, 100 A.L.R. 872, or debtorcreditor relationship, Guffey v. Washburn, 382 Ill. 376, 46 N.E.2d 971, or trust alone, is not sufficient to establish the relationship, Hancock v. Anderson, 160 Va. 225, 168 S.E. 458. Upon this state of the record it cannot be said as a matter of law that Vargas has established the existence of a fiduciary relationship by the proof required by the law applicable to such cases.
Second. We now consider what we think is the turning question in the case, that is, whether the contract is void because plaintiff failed to know what it contained. It is clear from this record and the findings of the court that Vargas understood that he was'signing a contract fixing the terms and compensation under which he was to furnish pictures for defendant and that Vargas knew that Smart was representing defendant as its agent in executing the contract. There are but six paragraphs in the contract. It is written in plain and ordinary language and is readily understandable.
It is a rule universally recognized that a written contract is the highest evidence of the terms of an agreement between the parties to it, and it is the duty of every contracting party to learn and know its contents before he signs it. And in the absence of fraud, which must be proved by clear and convincing evidence (Bundesen v. Lewis, 368 Ill. 623, 15 N.E.2d 520), a man in possession of all his faculties, who signs a contract, cannot relieve himself from the obligations of the contract by saying he did not read it when he signed it, or did not know or understand what it contained. Upton v. Tribilcock, 91 U.S. 45, 50, 23 L.Ed. 203. To be sure, if his signature is secured by some fraudulent trick or device as to the context of the contract, which prevents him from reading the agreement, he may by proper action avoid the contract. Ford Motor Co. v. Pearson, 9 Cir., 40 F.2d 858, 867. But the contract cannot be avoided by proof that one of the parties, if he was sound in mind and able to read, did not know the terms of the agreement. One must observe what he has reasonable opportunity for knowing; the law requires men, in their dealings with each other, to exercise proper vigilence and give their attention to those particulars which may be supposed to be within reach of their observation and judgment and not to close their eyes to the means of information which are accessible to them. A person is presumed to know those things which reasonable diligence on his part would bring to his attention.
In the instant case the evidence showed and the court found that Vargas had resided in the United States since 1916; that “he writes English very well, speaks good English”; that “Vargas and his wife were both capable of reading and understanding the English language at the time of the execution of the contract”; and that “prior to the signing of the contract the plaintiff was requested * * * to read the contract, and both the plaintiff and his wife had an opportunity to read the contract.”
At this point it is worthy of note to say that the record discloses that at the time Vargas repudiated the contract the only terms objected to were those pertaining to his salary and the number of pictures required. In such a situation, after litigation had begun, Vargas could not change his ground. Railway Co. v. McCarthy, 96 U.S. 258, 24 L.Ed. 693; Danberg v. Langman, 318 Ill. 266, 149 N.E. 245.
There is no dispute over the circumstances surrounding the execution of the contract. Vargas testified that Smart read the contract to him, down to the beginning of the third paragraph, and then—
“he [Smart] turned to me and he said, ‘You can go over there [to a desk or table in the room] and check up on what I say,’ so he handed me these papers [the contract in question] and * * * I got those papers, and I sat down * * * to see what was what. [Emphasis added.]
“The first thing that I saw was $18,000, and that was what he had promised me, * * * and then I saw twenty-six pic*655tures. * * * And then there was a bonus of * * * $1,500, and a percentage of the calendar, that comes to one-quarter, on the calendar.”
In this situation, there can be no question but what Vargas had ample opportunity to read and consider the contents of the contract.
It is a well settled rule of law that when a party to a contract is able to read and has the opportunity to do so, he cannot thereafter be heard to say he was ignorant of its terms and conditions. Chicago, R. I. & P. R. v. Hamler, 215 Ill. 525, 74 N.E. 705, 1 L.R.A.,N.S., 674, 106 Am, St.Rep. 187, 3 Ann.Cas. 42.
The court, as we have already observed, found as a fact that Smart had read the contract to Vargas, down to the third paragraph1 (Vargas does not claim that Smart misread the first two paragraphs of the contract, or that Smart misrepresented the contents thereof), and Vargas testified that he had been handed the contract for the purpose of checking up on what Smart had read and of seeing “what was what”- — that is to say, what were actually the terms and conditions of the contract. True it is, the evidence showed a friendly relationship between Vargas and Smart. The mere fact that Vargas and Smart were friendly did not establish a fiduciary relationship. Finney v. White, supra, 389 Ill. 379, 59 N.E.2d 859. The evidence fell far short of proving bad faith or fraud on the part of Smart. On the contrary it proved beyond a doubt that all the terms and conditions of the contract had been revealed to Vargas and that Vargas had not been induced to sign the contract by any deception or fraud on the part of Smart; It did not prove that any confidence had been reposed in Smart by Vargas or that Smart had dominated or influenced Vargas; rather, the facts lead inescapably to the conclusion that Vargas was making an independent examination of the terms and conditions of the contract and that Vargas placed no reliance on what Smart had said or might have said.
But there is even more to be considered upon the question we are now discussing. Vargas testified that prior to the execution of the contract he had been *656told by Smart that a new contract would provide for a fixed salary of not less than $18,000 per year and would require plaintiff to draw hot more than 26 pictures each year. Smart denied this conversation. The trial judge apparently gave no credence to Vargas’ testimony that Smart had told Vargas that he would be required to draw not more than 26 pictures each year, since the court found as a fact that “Prior to May 23, 1944, neither * * * Smart nor any other representative of defendant made any representations to the plaintiff concerning the specific number of pictures that plaintiff would be required to produce for defendant each year under any proposed new contract.”
Moreover, although the trial judge made fifty-five separate findings of fact, he did not find that Smart had at any time made any representations as to what Vargas’ compensation would be or how much money Vargas would earn under a proposed new contract. Thus it is clear that the trial judge did not accept Vargas’ testimony in this regard and the inference is that Smart did not say to Vargas that the new contract would provide for a fixed salary of not less than $18,000 per year.
We are not unmindful of the fact that the trial judge heard and saw the witnesses and that his decree should not be disturbed unless clearly erroneous; nevertheless, under the circumstances here appearing, measured by the the applicable law, we think the decree is without evidence to support it; hence, it should not be allowed to stand.
The decree will be reversed and the cause remanded to the District Court with instructions to dismiss the complaint. It is so ordered.
-The first two paragraphs of the contract provide as follows:
“1. Vargas agrees for a period of ten years and six months, beginning January 1, 1944, as an independent contractor, to supply Esquire with not less than twenty-six (26) drawings during each six-months’ period. Vargas will endeavor to make said drawings satisfactory to Esquire and of a quality and standard comparable to the drawings which have heretofore been furnished by Vargas to Esquire. The drawings so furnished, and also the name ‘Varga’, ‘Varga Girl’, ‘Varga, Esq.’, and any and all other names, designs or material used in connection therewith, shall forever belong exclusively to Esquire, and Esquire shall have all rights with respect thereto, including (without limiting the generality of the foregoing) the right to use, lease, sell or otherwise dispose of the same as, it shall see fit, and all radio, motion picture and reprint rights. Esquire shall also have the right to copyright any of said drawings, names, designs or material or take any other action it shall deem advisable for the purpose of protecting its rights therein.
“2. In consideration of the drawings so furnished and of the other rights herein given to Esquire, Esquire shall pay to Vargas the following amounts, namely: Eighteen Thousand ($18,000) Dollars during the first eighteen-months’ period beginning January 1, 1944, and during each succeeding eighteen-months’ period of the term of this agreement, an amount equal to the amount paid during the next preceding eighteen-months’ period, increased by Fifteen Hundred ($1,500.00) Dollars. Payments of these amounts shall be made to Vargas in equal monthly installments during each eighteen-months’ period.
“In addition, Esquire shall pay to Vargas one-fourth (%) of one per cent (1%) of gross receipts actually received by Esquire from the commercial sale of articles, booklets, reprints, calendars, etc. (exclusive of magazines and similar publications) sold by Esquire during the terms of this agreement, containing reproductions of any drawings furnished to Esquire by Vargas under this agreement. Payment of any amounts based upon gross receipts shall be made semiannually within three (3) months after the end of each semi-annual period. Any articles given away or distributed by Esquire for promotional purposes shall not be deemed to be sold within the meaning of this paragraph.”