Disputes Matter — October 2013
Unlike other jurisdictions, England and Wales does not recognise a general implied duty of good faith and fair dealing in contract law. However, recent case law has raised the question as to whether it should.
In Yam Seng Pte Ltd v International Trade Corporation Ltd, the parties entered into an exclusive distribution agreement to sell Manchester United-branded toiletries across south-east Asia. The written contract was sketchy, so when the relationship between the parties broke down Yam Seng argued that the agreement contained an implied obligation to act in good faith, which International Trade Corporation had breached. The High Court agreed.
The judgment is fact specific, but it demonstrates that while a duty of good faith will not be implied into all commercial contracts, there will be cases where this is possible looking at the presumed intention of the parties and the background against which the contract was made (a similar approach to contractual interpretation in any event) and where this is necessary to give business efficacy to a contract…
If you are registered and logged in to the site, click on the link below to read the rest of the Walker Morris briefing. If not, please register or sign in with your details below.
News from Walker Morris
News from The Lawyer
Briefings from Walker Morris
The Court of Appeal has handed down its decision in Santander UK plc v RA Legal Solicitors.
The well-known US TV series Glee has been on the wrong end of a High Court trademark infringement action.
Analysis from The Lawyer
The law school war shows no signs of ending. But we have, perhaps, reached the end of the beginning.
New EU rules and lawyers’ increased comfort with digital formats are sparking a sea-change in the way law firms manage their documents