dcsimg

Good faith

New Balance and Fellaini … have you signed on the dotted line?

Megan Betts

In Rosalina v New Balance the court found that, having considered the full run of communications, the parties only intended to be bound when all parties had signed.  As they had not, there was no binding agreement. An attempt to rely on an open-end duty to negotiate in good faith was void for uncertainty. Under a Read More

No Comments

Breach of good faith obligation in healthcare services agreement

Jin Ooi

In Health & Case Management Ltd v The Physiotherapy Network, the court held there was no contractual obligation on HCML to make a certain number of referrals.  However, HCML had breached its good faith obligation by using TPN’s data to set up a rival network. Below I have picked out the court’s findings on the provisions in Read More

No Comments

Keeping the (good) faith: duty of good faith implied into an oral joint venture

Sophie Nettleton

The High Court (Leggatt LJ) has implied a duty of good faith into an oral joint venture, which it has classified as a “relational contract”. Building upon his use of the term in Yam Seng, Leggatt LJ defined a “relational contract” as one where “the parties are committed to collaborating with each other… in ways Read More

No Comments

Contractual right or discretion? How to tell the difference and why it matters.

Jason Rix

Richard Hooley gave Allen & Overy a talk about “contractual discretions” versus contractual rights. It is a topic we have covered a number of times on this blog and, one which still the courts are grappling with. Richard covered a lot of ground; below I highlight a few practical points he drew out. Contractual discretion has Read More

No Comments

Do you have absolute contractual rights or a contractual discretion with Braganza limits?

Samantha Holland

In Shurbanova v Forex Capital Markets the High Court found that a clause permitting a broker discretion how to act in relation to – what the broker considered was – abusive trading strategies by a client were absolute contractual rights and therefore not subject to a Braganza duty to exercise its discretion rationally. Forex Capital Read More

No Comments

Being discrete: when to worry about contractual discretion

Jason Rix

Last week the Royal Swedish Academy of Sciences Nobel Prize for Economics went to Hart and Homstrom for their contribution to contract theory. Hart has considered so-called “incomplete contracts”.  These arise because it is not possible to specify every eventuality. This is where contractual discretion often comes in. We tend to use the term “discretion” quite broadly in Read More

No Comments

Good faith in English contract law – a fuss about nothing?

Jason Rix

Some English lawyers seem to distrust the concept of good faith insofar as it relates to the performance of obligations under commercial contracts. If this is the case, the good news is that it is implied infrequently and when it is implied, the requirements tend not to be that onerous. The bad news is that Read More

No Comments