"LexisPSL and the other Lexis solutions support our business in exactly the way we want. They enable us to quickly turn around work and deliver the best possible service to our clients."
SBP Law
Access all documents on Good faith
An overarching concept for being open and honest in negotiations that goes beyond the idea of not deceiving the other party.
There is no particular definition of 'good faith' in English law but it has been described as 'In many civil law systems, and perhaps in most legal systems out-side the common law world, the law of obligations recognises and enforces an overriding principle that in making and carrying out contracts parties should act in good faith. This does not simply mean that they should not deceive each other…; its effect is perhaps most aptly conveyed by such metaphorical colloquialisms as 'playing fair,' 'coming clean' or 'putting one's cards face upwards on the table'. It is in essence a 'principle of fair and open dealing…'' in the case of Interfoto Picture Library v Stiletto Visual Programmes.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.
For our full legal glossary and more legal research sources, register for a free Lexis+ trial
Option agreements—acting for the buyer—checklist Call or put option? In a 'call' option the buyer will have control in that it may call for a transfer of the property. A 'put' option gives the seller control in that it can require the buyer to take a transfer of the property and therefore the buyer should be especially vigilant in ensuring that the terms for the transfer (particularly those relating to valuation and, if appropriate, insurance) are as favourable as possible. Seller's charges If the property is already mortgaged at the date of grant of the option agreement, there is a risk that the mortgagee may overreach the option by exercising its power of sale. Therefore ensure that the mortgagee either: • joins into the agreement (this is rare in practice), or • provides written consent to the granting of the option In either case, the mortgagee should confirm that if the buyer exercises the option it will acquire the property free from the charge or, if the mortgagee...
Website terms and conditions for supply of services to consumers—checklist This Checklist sets out the essential points that should be considered when drafting or updating online terms and conditions for the supply of services to consumers. It should be used where a lawyer wants to make sure that such terms and conditions comply with consumer protection legislation (and any guidance issued under it). This Checklist should be used in addition to the following: • Key consumer information requirements—checklist • Information requirements under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013—checklist • Consumer cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013—Services—Flowchart • General information to be disclosed by e-commerce websites—checklist • Drafting consumer contracts—checklist For a discussion on the key legal issues to consider when designing and developing a business-to-consumer (B2C) e-commerce website for trading with consumers, see Practice Note: Business to consumer e-commerce—legal issues. Introduction Businesses that transact with consumers are subject to more onerous legislative requirements and, consequently, need to pay close...
Discover our 8 Checklists on Good faith
This Practice Note considers good faith in commercial agreements. It examines the concept of good faith and the extent to which it is applied in commercial agreements either as an express term or an implied term and in the context of relational contracts. It also considers agreements to negotiate in good faith, the approach to the duty of good faith in other jurisdictions, the application of Braganza duties in commercial agreements, and provides some drafting considerations in respect of good faith provisions.The traditional approach adopted by English courts has been to avoid implying a duty of good faith into commercial agreements and ‘if parties wish to impose a duty [of good faith] they must do so expressly’ (Mid Essex Hospital Services). However, the courts may be prepared to imply a duty of good faith in some instances, either by applying a conventional approach to the implication of terms or, as appears from the decisions in Yam Seng Pte Limited v International Trade Corporation and Bates v Post Office Ltd, in...
This Practice Note considers if and when a duty of good faith may be implied into a construction contract, and also looks at some of the standard form construction contracts which contain express obligations to act in good faith, including their effect on the parties’ obligations.It is a long established principle that there is no general duty of good faith in English law (unlike many other legal systems). There are only very limited categories of contract where such a duty applies, including certain insurance and employment contracts and fiduciary relationships.A universal duty to act in good faith will not therefore automatically be implied into a construction contract. Several standard form construction contracts include express obligations to act in a spirit of good faith, but, as this Practice Note considers, it is likely that this would only have limited effect on the parties’ obligations.The case of Yam Seng seemed as if it might open the door to introducing a general implied duty in commercial contracts for the parties to act in...
Discover our 103 Practice Notes on Good faith
Deed of contribution—private M&A—share purchase This Deed is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller). BACKGROUND (A) The Sellers have entered into, or will soon enter into, the Share Purchase Agreement with the Buyer regarding their sale of [the entire issued share capital of OR [insert number] [ordinary OR [insert class]] shares in] the Company. [The parties have also entered into or will soon enter into the Tax Covenant.] (B) The Sellers have agreed to regulate the manner in which Claims are dealt with under the Share Purchase Agreement [and the Tax Covenant] and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires: Agreed Proportion • means as regards each Seller, the percentage set...
ET3 grounds for resisting claim—detriment: protected disclosure to employer [Insert in para 6.1 of claim form ET3:] 1 It is denied that the[ First] Respondent subjected the Claimant to a detriment within the meaning of the Employment Rights Act 1996, section 47B(1)[ and/or that the[ Second] Respondent subjected the Claimant to a detriment within the meaning of the Employment Rights Act 1996, s 47B(1A)] as alleged or at all, or that the Claimant is entitled to the relief claimed, or any relief. 2 At the time when the Claimant made his disclosure, he could have had no reasonable belief that: 2.1 [a criminal offence had been committed AND/OR 2.2 there was any failure to comply with a legal obligation AND/OR 2.3 the health and safety of any person was, or was likely to be, endangered] 2.4 there was, or was likely to be, any concealment of any information relating to[ any of] the above matter[s]. 3 At the time when the Claimant made his disclosure, he could...
Dive into our 132 Precedents related to Good faith
Can a landlord change from one letting agent to another during the course of the tenancy? The starting point for any contractual dispute is always the wording of the contract. In this Q&A, the first question is: does the contract permit the landlord to terminate the contract with the letting agent? And, if so, on what terms? Where the landlord is an institutional landlord and, in effect, has as much bargaining power (or more) than the letting agent, the issue is purely one of contract. Accordingly, if there is no clear termination provision, or the termination provision is fettered (eg it cannot be exercised while the property is occupied by a tenant introduced by the letting agent), or there is a fee payable by the landlord whether or not the contract is terminated, it is purely a matter of contract whether the landlord can terminate the agreement. Accordingly, the true construction of the contract will determine the outcome—and, in this connection, there has been a notable swing in recent years...
When is it permissible to use a voluntary ex-ante transparency notice under the Public Contracts Regulations 2015, SI 2015/102? The approach to modifications/variations of contracts (and when such amounts to a new award of a contract) changed when Public Contracts Regulations 2015 (PCR 2015), SI 2015/102 came in to force, as the rules in relation to this area were codified in PCR 2015, SI 2015/102, reg 72. A voluntary transparency notice (also known as a voluntary ex-ante transparency notice or VEAT notice) is used in limited circumstances arising under PCR 2015, SI 2015/102 in order to resist challenge on grounds of ineffectiveness under PCR 2015, SI 2015/102, reg 99. It is important to note that a VEAT notice will only be valid if the contracting authority believes the decision being made does not fall foul of PCR 2015, SI 2015/102, reg 72. If a contracting authority chooses to award a new contract and considers that the procurement rules set out in PCR 2015, SI 2015/102, reg 72...
See the 2 Q&As about Good faith
This week's edition of Environment weekly highlights includes: news analysis on Secretary of State for Environment, Food and Rural Affairs v Pickering Fishery Association clarifying state duties regarding environmental management plans for water bodies, and whether if UK banks don’t meet climate-risk expectations, binding rules could follow. In addition this week, the Department for Environment, Food and Rural Affairs (Defra)has published its response to the sandeel Arbitration Tribunal's final ruling in the UK-Sandeel case (the European Union v the United Kingdom), Case No 2024-45), which concerned the decisions by the UK and Scottish governments to close North Sea waters to sandeel fishing in March 2024 and the Office for Environmental Protection (OEP) has submitted advice to the UK government on strengthening environmental protections in the Planning and Infrastructure Bill. Defra has also published guidance on conservation translocation in England, providing information on the responsible reintroduction or relocation of species including plants, animals, and fungi into the wild and the Climate Change Committee has published their 'Progress in adapting to climate...
This week's edition of Arbitration weekly highlights includes: coverage of arbitration-related decisions from Singapore, Switzerland, the European Commission and the PCA; and updates from UNCITRAL, AAA, ICAC and CIArb. All this, and more, in our weekly highlights.
Read the latest 15 News articles on Good faith
**Trials are provided to all ³ÉÈËÓ°Òô content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these ³ÉÈËÓ°Òô services please email customer service via our online form. Free trials are only available to individuals based in the UK, Ireland and selected UK overseas territories and Caribbean countries. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
0330 161 1234