Good faith & contractual discretion

Can’t get no satisfaction? Think again!

Bianca Vasilache

In UK Acorn v Markel, the High Court implied a term that Markel should act rationally where something needed to be demonstrated to its “satisfaction”. UK Acorn, a bridging finance lender, obtained two judgments against a surveyor for negligent overvaluations. It sought to recover from Markel, the surveyor’s insurer. Markel tried to avoid paying by Read More

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Good faith: the (ad)venture continues

Pierre-Baptiste Chipault

In Russell v Cartwright, the High Court held that there was no implied obligation of good faith in a joint venture agreement since the traditional tests for implication of contractual terms were not satisfied. Nor were there fiduciary obligations, as the contractual relationship was not fiduciary in nature. Three years after a joint venture for Read More

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Morley and me: good faith, man’s best friend?

Jason Rix

A couple of recent cases have looked at the vexed questions of contractual discretion and good faith. In both, the arguments have been unsuccessful (thankfully, given the facts). But the appetite for raising these arguments does not seem to have abated. In Morley v RBS, a property developer defaulted on a loan and claimed damages Read More

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You don’t gotta have good faith, faith, faith

Natalie Kaminski

In proceedings over disputed commission payments, the High Court found no implied obligation of good faith in a contract between an independent financial advisor, Mr Wales, and his client, CBRE the property management business: Wales v CBRE. The contract related to Wales’ advisory services about a group pension scheme, under which CBRE’s employees obtained pensions Read More

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Liverpool wins another big match as New Balance loses its shirt

Oliver Rule

[It’s rare for a contract case to be covered by talkSPORT, ESPN, or The Sun, nevermind one concerning good faith. But in case you’ve missed their coverage, with thanks to ardent LFC supporter Oli Rule, here’s Compact Contract’s take on New Balance v Liverpool. Or, as the court put it, “This is (another) dispute about Read More

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Sheffield United: performance required on and off the pitch

David Rowlands

In UTB v Sheffield United, the court resolved a dispute between the two shareholders of a company operating a football club. It ordered specific performance so that one shareholder, SUL, had to sell its 50% shareholding to the other, UTB, pursuant to the exercise of a call notice. The shareholders had entered into an investment Read More

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Pride & Unfair Prejudice: shareholders’ good faith obligations

Senem Cilingiroglu

In Brown v Bray and Sharp, Brown, a minority shareholder, applied for relief under section 994 of the Companies Act 2006, claiming Bray and Sharp, who were majority shareholders, had unfairly prejudiced the company’s affairs by breaching a contractual duty of good faith. The parties were directors as well as shareholders. Eventually, their relationship deteriorated. Read More

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You’ve got mail: the High Court puts a stamp on good faith and relational contracts

Jason Rix

In Bates v Post Office the court has implied a duty to act in good faith into a contract on the basis of it being relational. This dispute is between 550 claimants, most sub-postmasters, and the Post Office. It concerns Horizon, an electronic point of sale and accounting system. The claimants say defects in Horizon Read More

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Discretion is the better part of valour – navigating contractual decision-making

Jason Rix

In this article for the Commercial Litigation Journal I run through the recent cases looking at decision-making provisions in contracts and I suggest how best to interpret them and also offer some tips for drafting. (Also available at www.lawjournals.co.uk.) Update: Equitas Insurance v  Municipal Mutual is being heard by the UK Supreme Court and may Read More

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The High Court’s dance with an implied term of natural justice

Bethany Gregory

In Dymoke v Association for Dance Movement Psychotherapy, the court held that an organisation breached an implied duty of procedural fairness by terminating an individual’s membership without informing them of the substance of criticisms made against them or providing any opportunity to respond or to address the potential termination. Dymoke taught an MA course which Read More

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