Document-Id: 901000, Please cite as: "http://www.trans-lex.org/901000"

Principle

No. I.1.1 - Good faith and fair dealing in international trade

(a) Parties to international business transactions must act in accordance with good faith and fair dealing in international trade. This standard applies to the negotiation, formation, performance and interpretation of international contracts. 

(b) The standards and requirements imposed on the parties by this Principle vary depending on the individual circumstances involved, such as the trade sector in which the parties are operating, their size and degree of professional sophistication, and the nature and duration of the contract.

(c) The parties may not exclude or limit the application of this Principle to their legal relationship.

CommentaryReferencesContract ClausesDiscussion

Commentary

1 Subsection (a) clarifies that the scope of the principle of good faith is not limited to the interpretation of contracts but provides a behavioural standard for the parties from the beginning to the end of their (pre-)contractual relationship. This means that each party has the obligation to display a behaviour towards the other party which cannot harm the latter and which takes into account the reasonable expectations of the other side. The parties to a contract have to display a normal and usual diligence which is reasonable for the safeguard of their interests, particularly in trying not to make rushed offers, with a potential to surprise the other party.

2 The Principle of good faith is of such pivotal significance not only for transnational contract law but for legal relationships as a whole that the parties may not contractually exclude or limit its application. Subsection (c) makes it clear that the Principle of good faith is not subject to the Principle of freedom of contract. Such an agreement would itself be void because it is against boni mores.

3 Subsection (b) makes it clear that the application of the good faith principle is never a purely mechanical process, but always requires a determination of what is deemed to be a proper conduct of a party, taking into account all circumstances of the concrete case. This analysis must include the nature of the contract itself. Thus, the reference to the ‘duration of the contract’ in subsection (b) is meant to indicate that the time factor may play an important role as an ‘amplifier’ for the parties’ duties imposed on them by the good faith principle. Thus, in long-term, ‘relational’ contracts, the principle of good faith will almost always impose increased duties of good faith on both parties as compared to ‘one off’ exchange contracts. These increased duties may concern, e.g., the parties' duty to notify the other side in case of problems in the performance of the contract and the parties' duty to cooperate with the other party when such cooperation can reasonably be expected for the performance of that party's obligations. The reference to the degree of the parties' professional sophistication in subsection (b) must be seen and applied in conjunction with Trans-Lex Principle I.2.3.

4 Also, the fundamental principle of good faith is the source of many other general but more specific principles and rules of transnational commercial law, such as the principle of sanctity of contracts ("pacta sunt servanda") as the basis of transnational contract law, the prohibition of inconsistent behaviour, the duty to renegotiate, the duty to notify and cooperate with the other side, the right to set off, the common intentions of the parties as the goal of every contract interpretation, or the existence of implied contractual obligations. Good faith may also set limits to the exercise of the parties' legal rights, e.g. with respect to the prohibition of abuse of rights or the parties' right to withhold performance. Before resorting to the overriding general principle of good faith, one should always seek to apply these more specific and concrete principles and rules.





Please cite as: "Commentary to Trans-Lex Principle , http://www.trans-lex.org/901000"
 

References

 

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Arbitral AwardsCourt DecisionsDoctrineInternational LegislationModel LawsModel TermsNational LegislationPrinciples / Restatements

Arbitral Awards

Arbitration CAS 2002/O/410 The Gibraltar Football Association (GFA)/Union des Associations Européennes de Football (UEFA)CRCICA Award no.154/2000, in: Mohie EldinI. Alam Eldin, Arbitral Awards of the Cairo Regional Centre of InternationalCommercial Arbitration II (1997-2000), The Hague 2003, 25ICC Award No. 12456, Collection of ICC Arbitral Awards 2008-2011, at 811 et seq.ICC Award No. 2291, Clunet 1976, at 989 et seq.ICC Award No. 3131, Rev. d. Arb. 1983, at 525 et seq.ICC Award No. 4972, Clunet 1989, at 1100 et seq.ICC Award No. 5721, Clunet 1990, at 1019 et seq.ICC Award No. 5832, Clunet 1988, at 1198 et seq.ICC Award No. 5953, Clunet 1990, at 1056 et seq.ICC Award No. 6317, Clunet 2003, 1156 et seq.ICC Award No. 6673, Clunet 1992, at 992 et seq.ICC Award No. 8365, Clunet 1997, at 1078 et seq.ICC Award No. 8908, ICC Bull. 10/No. 2 (1999), at 83 et seq.ICC Award No. 9593, ICC Bull. 10/No. 2 (1999), at 107 et seq.ICC Award No. 9839, YCA 2004, 66 et seq.ICC Partial Award No. 6474 of 1992, YCA 2000, at 279 et seq.ICSID Award, AMCO Asia Corp. et al. v. The Republic of Indonesia et al., YCA 1985, at 61 et seq. 

Court Decisions

Aiton Australia Pty Ltd v Transfield Pty Ltd, 153 FLR 236.Bobux Marketing Ltd. v. Raynor Marketing Ltd. [2002] 1 NZLR 506 (Court of Appeal).ICJ Nicaragua v Honduras, Rec. 1998, 69Nuclear Tests (Australia v. France), Judgment, I.C.J. Reports 1974, p. 253 et seq.Publications of the permanent Court of International Justice, Series A - No. 24, Collections of Judgements, Case of the free Zones of Upper Savoy and the Dristrict of Gex (Second Phase), Order of December 6th, 1930 

Doctrine

Aguilar Alvarez, Guillermo, note to ICC Award No. 4972, Clunet 1989, at 1105 et seq.Beck, Alexander, Zu den Grundprinzipien der Bona Fides im Römischen Vertragsrecht, in: Festschrift Simonius, Basel 1955, at 9 et seq.Berger, The Creeping Codification of the New Lex Mercatoriam 2nd. ed. 2010Bianca, C. Massimo/ Bonell, Michael Joachim, Commentary On The International Sales Law, Art. 7, Milan 1987Black, Henry Campell, Black's Law Dictionary, 6th ed., St. Paul 1990Blessing, Marc, Das neue internationale Schiedsgerichtsrecht der Schweiz - Ein Fortschritt oder ein Rückschritt?, in: Böckstiegel (ed.), Die internationale Schiedsgerichtsbarkeit in der Schweiz (II), Cologne, Berlin, Bonn, Munich 1989, at 13 et seq.Braeckmans, H., Paralegale Normen En Lex Mercatoria, 23 TvPr. 1986, at 1 et seq.Bronsword, Roger, Positive, Negative, Neutral: The Reception of Good Faith in English Contract Law, in: Bronsword/ Hird/ Howells (eds.), Good Faith in Contract, Aldersholt 1999, at 13 et seq.Cheng, Bin, General Principles Of Law as Applied by International Courts and Tribunals, reprinted, Cambridge 1987Coing, Helmut, La Détermination de la Loi Contractuelle en Droit International Privé Allemand, in: Klein/ Vischer (eds.), Colloque de Bâle sur la Loi régissant les Obligations Contractuelles, Basel, Frankfurt a.M. 1983, at 29 et seq.Craig, W. Laurence/ Park, William W./ Paulsson, Jan, International Chamber of Commerce Arbitration, 3rd ed., Dobbs Ferry 2000Dölle, Hans (ed.), Kommentar zum Einheitlichen Kaufrecht, Comment on Art. 10 by Ulrich Huber and on Art. 17 by Eduard Wahl, Munich 1976.Domingo, Ortega, Rodriguez-Antolin, Zambrana, Principios de Derecho Global, Navarra, 2006Ehricke, Ulrich, Zur Einführung: Grundstrukturen und Probleme der lex mercatoria, 30 JuS 1990, at 967 et seq.Eisenberg, Melvin A., The Duty of Good Faith in American Corporate Law, ECFR 2006, at 10 et seq., Berlin 2006Esser, Josef, Grundsatz und Norm in der richterlichen Fortbildung des Privatrechts, 4th ed., Tübingen 1990Farnsworth, Allan, Duties of Good Faith and Fair Dealing under the UNIDROIT Principles, Relevant International Conventions and National Laws, Tul.J.Int.Comp.L. 1995, at 56 et seq.Farnsworth, E. Allan, Good Faith in Contract Performance, in: Beatson/ Friedmann (eds.), Good Faith and Fault in Contrat Law, Oxford 1995, at 153 et seq.Ferrari, Franco, Das Verhältnis zwischen den Unidroit-Grundsätzen und den allgemeinen Grundsätzen internationaler Einheitsprivatrechtskonventionen, JZ 1998, at 9 et seq.Ferrari, Franco, The CISG's Interpretative Goals, Its Interpretative Method and Its General Principles in Case Law (Part II), IHR 5/2013, at 181 et seq.Fouchard Gaillard Goldman on International Commercial Arbitration (edited by Emmanuel Gaillard and John Savage) The Hague 1999Friedl, Birgit, Haftung bei Abbruch von Vertragsverhandlungen im deutschen und anglo-australischen Recht, 97 ZVglRwiss 1998, at 161 et seq.Ginette, Leclerc, La Bonne Foi dans l‘Execution des Contrats, McGill L.J. 1992, at 1070 et seq.Harrison, Reziya, Good Faith in Sales, London 1996Hartkamp, Arthur, The UNIDROIT Principles For International Commercial Contracts and the United Nations Convention on Contracts for the International Sale of Goods, in: Boele-Woelki/ Grosheide/ Hondius/ Steenhoff (eds.), Comparability and Evaluation, Dordrecht, Boston, London 1994, at 85 et seq.Hascher, Dominique, note to ICC Award No. 6673, Clunet 1992, at 996 et seq.Hesselink, Martijn Willem, De Redelijkheid en Billijkheid in het Europese Privaatrecht, The Hague 1999Hesselink, Martijn, The Concept of Good Faith,in: Hartkamp/ Hesselink/ Hondius/ Joustra/ du Perron/ Veldman, Towards a European Civil Code, Nijmegen 2004, at p. 471 et seq.Horn, Norbert, Uniformity and Diversity in the Law of International Commercial Contracts, in: Horn/ Schmitthoff (eds.), The Transnational Law of International Commercial Transactions, Antwerp, Boston, London, Frankfurt a.M. 1982, at 3 et seq.Hyland, Richard, Pacta Sunt Servanda: A Meditation, 34 VJIL 1994, at 405 et seq.Jarvin, Sigvard, Note to ICC Award No.6317, Clunet 2003, at 1159 et seq.Keily, Troy, Good Faith & the vienna Convention on Contracts for the International Sale of Goods (CISG), VJ 1999/1, at 15 et seq.Lando, Ole, CISG and Its Followers: A Proposal to Adopt Some International Principles of Contract Law, in: American Journal of Comparative Law 53, Berkley 2005.Langen, Eugen, Transnationales Recht, Heidelberg 1981.Lowenfeld, Andreas F., Lex Mercatoria: An Arbitrator's View, Arb.Int’l 1990, at 133 et seq.Magnus, Ulrich, Die allgemeinen Grundsätze im UN-Kaufrecht, 59 RabelsZ 1995, at 469 et seq.Majeed, Nudrat, Good Faith and Due Process: Lessons from the Shari'ah, 1 Arb. Intl'l 2004, at 97 et seq.Marrella, Fabrizio, La nuova lex mercatoria, Principi Unidroit ed usi di contratti des comercio internazionale, CEDAM, Tratto di dritto commerciale e di dritto publico dell‘economia, Volume 30, Padova 2003Mayer, Pierre, Le Principe de Bonne Foi devant les Arbitres du Commerce International, in: Festschrift Pierre Lalive, Basel, Frankfurt a.M. 1993, at 543 et seq.Meyer, Rudolf, Bona fides und lex mercatoria in der europäischen Rechtstradition, Göttingen 1994Molineaux, Charles, Moving Toward a Lex Mercatoria - A Lex Constructionis, 14 J. Int‘l Arb. 1997, No. 1, at 55 et seq.Mustill, Michael, The New Lex Mercatoria: The First Twenty-five Years, Arb.Int'l 1988, at 86 et seq.Nassar, Nagla, Sanctity of Contracts Revisited, Dordrecht, Boston, London 1995Neumann, Thomas, The Duty to Cooperate in International Sales - The Scope and Role of Article 80 CISG (2012), p. 110 et seq.O'Connor, J.F., Good Faith in English Law, Aldershot 1991Ortscheidt, Jérôme, La réparation du dommage dans l'arbitrage commercial international, Paris 2001.Osman, Filali, Les Principes Généraux de la Lex Mercatoria, Paris 1992Pound, Roscoe, Law and Morals , Reprint., Littleton 1987Sanders, Pieter, Het nieuwe Arbitragerecht, 1st ed., Deventer 1987Schlechtriem, Peter, Good Faith in German Law and in International Uniform Laws, Rome 1997Schlechtriem, Peter, Internationales UN-Kaufrecht, Tübingen 1996Schmitthoff, Clive, International Trade Usages, Institute of International Business Law And Practice Newsletter, Special Issue, ICC Publ.440,4, Paris 1987Sonnenberger, Hans Jürgen, Treu und Glauben - ein supranationaler Grundsatz?, in: Festschrift Odersky, Berlin 1996, at 703 et seq.Steyn, Johan, Contract Law: Fulfilling the reasonable expectations of honest men,, 113 The L.Q.Rev. 1997, at 433 et seq.von Hoffmann, Bernd, "Lex mercatoria" vor internationalen Schiedsgerichten, 4 IPRax 1984, at 106 et seq.Vouin, Robert-Francois-Marie, La bonne foi, Notion et rôle actuel en droit privé francais, Paris 1939Wehberg, Hans, Pacta Sunt Servanda, 53 AJIL 1959, at 775Zimmermann, Reinhard/ Whittaker, Simon, Good Faith in European Contract Law, Cambridge 2000 

International Legislation

UNIDROIT Convention on International Factoring (Ottawa, 28 May 1988).United Nations Convention on Contracts for the International Sale of Goods (CISG)Vienna Convention on the Law of Treaties of 1969 

Model Laws

A Contract Code: Drawn up on Behalf of the English Law CommissionDraft Common Frame of Reference (EU) - DCFR (2008)Uniform Commercial Code (USA) 

Model Terms

Standard Contracts for the UK Offshore Oil & Gas Industry, General Conditions of Contract (including Guidance Notes) for Marine Construction, 2nd Ed., Aberdeen 2004, at 1 et seq. (available at: http://www.logic-oil.com/contracts.cfm) 

National Legislation

Bürgerliches Gesetzbuch - German Civil CodeCivil Code QuébecContract Law of the People's Republic of ChinaEgyptian Civil CodeEthiopian Civil CodeFrench Code CivilItalian Codice CivileNieuw Burgerlijk Wetboek - New Netherlands Civil Code ( Dutch Civil Code )Spanish Código CivilSwiss Civil Code, Schweizer Zivilgesetzbuch, Art. 1-10,  2008United Arab Emirates Civil Code 1987 

Principles / Restatements

IBA Rules on the Taking of Evidence in International Arbitration 2010Principles of European Contract Law - PECLPrinciples of the Existing EC Contract Law (Acquis Principles)The Most Recent Legal Principles Adopted by the Arbitral Tribunals under the Auspices of the Cairo Centre, CRCICA-Newsletter, Jan. 1997, page 2 et seq.UNIDROIT Principles of International Commercial Contracts 

Contract Clauses

 

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1. Standard of Good FaithSales & Purchase ContractServices ContractLoan ContractBankruptcy AgreementAsset Management AgreementMerger AgreementPledge AgreementJoint VentureLease Contract2. Standard of Fair DealingSales & Purchase ContractServices ContractAsset Management Agreement3. Good Faith and Fair Dealing as Limit to Execution of ContractsSales & Purchase ContractServices ContractBankruptcy AgreementPledge Agreement
1. Standard of Good FaithSales & Purchase ContractEvents of Default
If any of the following events (each an "Event of Default") occur, Seller and Buyer shall have the rights set forth in Section X, as applicable (...) Buyer, in its good faith judgment, believes that there has been a material adverse change in the business, operations, corporate structure or financial condition of Seller or that Seller will not meet any of its obligations under any Transaction pursuant to this Agreement or any other agreement between the parties (...)
1998
Events of Default
In making a determination as to whether an Event of Default has occurred, the parties hereto shall be entitled to rely on reports published or broadcast by media sources believed by such party to be generally reliable and on information provided to it by any other sources believed by it to be generally reliable, provided that such party reasonably and in good faith believes such information to be accurate and has taken such steps as may be reasonable in the circumstances to attempt to verify such information.
1998
Invoice and Payment Dates
(...) If Buyer, in good faith, disputes the amount of any such invoice or any part thereof, Buyer will pay to Seller such amount as it concedes to be correct; provided, however, if Buyer disputes the amount due, Buyer must provide supporting documentation acceptable in industry practice to support the amount paid or disputed (...)
2000
Quality
(...) X will take such actions as shall be necessary to achieve specification conformity. If specification conformity cannot be achieved, Steel and Cliffs shall negotiate in good faith to determine what actions or remedies, if any, are appropriate (...)
2002
Testing
Prior to the commercial distribution of any {Y} Products, X will perform appropriate testing (and mutually agree in writing to the completion of such testing) for proper device, software and system behavior when loaded or used with {Y} Content, as well as proper integration and interoperability between the {Y} Products and the {Y} Service. The Parties shall cooperate with each other in good faith with regard to all such testing and evaluation (...)
2006
Conduct
In conducting all activities relating to this Agreement, the Parties agree not to: (a) knowingly conduct business in a manner that reflects unfavorably on the business of the other Party; (b) employ deceptive, misleading or unethical practices that are detrimental to the Parties, their products, and/or services; (c) knowingly make any false, disparaging or misleading representations, statements or comments with regard to the other Party’s products and/or services; (d) knowingly publish or employ any misleading or deceptive advertising material; and (e) make any representations, warranties or guaranties to anyone on behalf of the other Party.
2006
Investment Policy
The Committee shall be obliged only to use good faith and to exercise its honest judgment as to what investments are from time to time in the best interests of the Trust Fund and the Participants and their Beneficiaries. Furthermore, the Committee may instruct the Trustee to hold any portion of the Trust Fund in cash and uninvested whenever it deems such holding necessary or advisable
2007
Anti-fraud
If any party is found violating the principle of good faith and defrauding the other party by providing false registration materials, qualification certificate and information or covering up the truth, the defaulting party shall bear a penalty of no more than USD{X}. This term does not affect the validity that the defaulting party shall take liabilities for breach of contract as stipulated in other provisions.
2008
Preservation of records
The Parties shall preserve and keep all books and records that they own immediately after the Closing relating to the Purchased Assets (...) unless disposed of in good faith pursuant to a document retention policy (...)
2009
Allocation
Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and (...) Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets (...) If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement (...)
2009
{*} Search Services
(...) The parties will work in good faith to develop mutually agreed service levels for this delivery, based on the performance and reliability characteristics of such delivery mechanism (...)
2009
Parity Principles
(...) In furtherance of such purposes, X will act in good faith in providing the Services and fulfilling its obligations under this Agreement, including fulfilling the spirit of parity, throughout the Term and as the Services (and Additional Services and Other Platform Services, if applicable) evolve during such time (...)
2009
Early Development Milestones
(...) In connection with these projects, the parties will cooperate in good faith to test the implementations developed in these projects against reasonable functional requirements to be defined by Y (...)
2009
Cost Disputes; Annual Cost Limit
If Y claims in good faith that a cost or expense is reimbursable under Section X then Microsoft will reimburse Y for such cost or expense regardless of whether X agrees that the cost or expense should be reimbursed (...)
2009
Reporting
The following sets forth the billing and revenue recognition reporting requirements and are in addition to any other reporting requirements (i.e., other than billing and revenue recognition) located in other Sections of this Agreement. In addition to the below, each party will use commercially reasonable efforts to provide in a timely manner information required for the other party to perform its financial reporting and billing activities. In addition, the parties will consider in good faith opportunities to improve the timeliness and robustness of the information provided.
2009
Insurance
Seller will maintain in effect, or cause to be maintained in effect, at Seller’s own expense, such casualty and liability insurance as Seller will deem appropriate in its good faith business judgment.
2009
Governance
The Company and the Board of Directors shall work in good faith with the Trustees to ensure corporate governance arrangements satisfactory to the Trustees.
2009
Conversion
The Company will not, by amendment of its Charter, bylaws or other governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Series C Preferred Stock and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holder against impairment or dilution consistent with the intent and principles expressed herein (...)
2009
No Fractional Shares
(...) For the purposes of any computation under this Section X, the "Current Market Price Per Share" of the Common Stock or any other security on any Trading Day shall be deemed to be the volume weighted average sales price of the Common Stock or such other security on the New York Stock Exchange on such Trading Day (or, if the Common Stock or such other security is not listed on the New York Stock Exchange, such other national or regional exchange or market in the United States on which the Common Stock or such other security is then listed or quoted) or, if the Common Stock or such other security is not listed or quoted on a national or regional exchange or market, the last quoted price or, if not so quoted, the average of the high bid and low asked prices on such other nationally recognized quotation system then in use in the United States on such Trading Day, or, if the Common Stock or such other security is not quoted on any such quotation system, the average of the closing bid and asked prices on such Trading Day as furnished by a professional market maker selected by the Board of Directors in good faith making a market in the Common Stock or such other security. Any determination of Current Market Price Per Share shall be made without reference to extended or after hours trading.
2009
Minimum Net Assets
After the Closing Date, Buyer shall prepare in good faith and deliver to the Company a statement setting forth the Current Assets and the Total Liabilities of the Business (...) prepared in accordance with GAAP applied on a basis consistent with the accounting principles, procedures, policies and methods that were used to prepare the Balance Sheet furnished pursuant to Section X (...)
2010
Further Assurances
(...) If within X days after the date hereof, the Company identifies a Purchased Asset that it (i) reasonably determines is necessary for the operation of its businesses after the Closing Date and (ii) believes in good faith ought to have been classified as an Excluded Asset or the Company or the Company Group should have had access to use (a Misidentified Purchased Asset​), then the Company shall notify Buyer and the Company and Buyer shall work in good faith to negotiate the transfer of such Misidentified Purchased Asset to the Company or agree to the terms of the Company's access and use after the Closing Date (...)
2010
Modification of Agreement
Any Party seeking a material modification of any right or obligation in this Agreement based on applicability of Section X will provide prompt written notice to the other Parties. The Parties will confer and attempt in good faith to agree upon appropriate modifications to this Agreement so that the Parties carry out their duties and responsibilities under this Agreement in compliance with the Laws giving rise to the application of Section X (...)
2010
Price and Payment Terms
(...) If the determination of the Net Profit is not challenged by the parties within such term, the payment obligation eventually arising therefrom for Buyer or Sellers shall be fulfilled before the last day of March of each year. If such amount is challenged, the aforementioned certified accountant or that to be appointed by mutual agreement of the Parties shall review such determination within ten (10) days following the expiration of the term specified for challenge and shall issue a final opinion which shall be binding on both Parties. Any payments to be made by the parties shall be made within ten (10) days following the final report issued by the certified accounting after such review. As aforesaid, the Parties shall mutually appoint the person responsible for the determination of the Net Profit or the review of such determination. To such end, the Parties shall act in good faith, through mutual consultation, for such appointment and shall attempt to reach an agreement on that matter (...)
2010
Defined Terms
Reasonable commercial efforts means that the obligated party is required to make a diligent, reasonable and good faith effort to accomplish the applicable objective. Such obligation, however, does not require an expenditure of funds or the incurrence of a liability on the part of the obligated party, nor does it require that the obligated party act in a manner that would be contrary to normal commercial practices in order to accomplish the objective. The fact that the objective is or is not actually accomplished is not, by itself, an indication that the obligated party did or did not in fact utilize its reasonable commercial efforts in attempting to accomplish the objective.
2011
Collateral Agreements; Leased Equipment; Premises
On or prior to the Closing Date, Buyer or a Buyer Designee shall execute and deliver to Seller, and Seller or the applicable Subsidiary shall execute and deliver to Buyer or a Buyer Designee, the Collateral Agreements. In addition, on or prior to the Closing Date Buyer and Seller shall negotiate in good faith an arm's-length customer and technical support agreement from Buyer to Seller related to X Products currently used by Seller in its information technology infrastructure.
2011
Earn Out
Buyer acknowledges and agrees that the Earn Out Payment is a material part of the Purchase Price and the ability to receive the maximum Earn Out Payment is a material inducement for the Company to enter into the Agreement. During the Earn Out Period, Buyer shall operate the Business in good faith and in a commercially reasonable manner and shall not take any action or omit to take any action during the Earn Out Period that is intended to impede the Company's ability to earn the maximum Earn Out Payment.
2011
Shareholders Agreement; Amended and Restated Articles
At the Initial Repurchase Closing, Purchaser and each Seller shall execute and deliver to the other the New Shareholders Agreement and Purchaser shall adopt the Amended and Restated Articles. The parties shall cooperate in good faith to, within thirty (30) days of the date hereof, prepare a form of the Amended and Restated Articles which form shall be reasonably acceptable to each of the Company and X (...)
2012
Other Provisions of Purchase Agreement
(...) From the date of this Letter Agreement and until the Closing, unless the Purchaser shall otherwise agree in writing, the Seller (...) shall not prohibit the Seller or its subsidiaries from entering into a new Collective Bargaining Agreement in order to replace an expired Collective Bargaining Agreement, subject only to prior good faith consultation with the Purchaser (...)
2013
Sale and Purchase of Notes and Warrants
(...) The Company and Purchaser shall endeavor in good faith to agree, as soon as reasonably practicable, to an allocation of the purchase price hereunder between the Notes and Warrants (...)
2013
 Services ContractReciprocal Obligations
Both parties shall execute this contract in accordance with acknowledged business practices and good faith. Such obligation shall extend to include all activities rendered as part of the contract requirements under generally accepted business practices.
1983
Performance Review
(...) The Parties will use their good-faith efforts to resolve any issues concerning Service standards, performance measures or changes in Fees during these meetings (...)
2005
The Collateral Agent´s Duties
(...) Collateral Agent may consult with legal counsel of its own choosing at the expense of the Pledgor as to any matter relating to this Agreement, and Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel (...)
2005
Services Management
The Parties agree to work together and to cooperate with each other in good faith to develop an annual budget to reflect the estimated annual Service Costs to each Party for each of the Services to be provided and/or procured by the other Party as contemplated by this Agreement (...) the Parties will negotiate in good faith to have the Quarterly Service Cost modified to reflect the actual cost (...)
2007
Certain Rights of Collateral Agent
The Collateral Agent may consult with counsel of its selection and, as long as such counsel was selected by the Collateral Agent with due care, the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
2009
Limitations on Duties of the Collateral Agent
The Collateral Agent may, in its sole discretion, retain counsel, independent accountants and other experts selected by it and may act in reliance upon the advice of such counsel, independent accountants and other experts concerning all matters pertaining to the agencies hereby created and its duties hereunder, and shall be held harmless and shall not be liable for any action taken or omitted to be taken by it in good faith in reliance upon or in accordance with the statements and advice of such counsel (or counsel to {X} or the Grantor), accountants and other experts.
2010
Limitations on Duties of the Collateral Agent
(...) without limiting the foregoing, in the event that the Collateral Agent receives unclear or conflicting instructions from the Secured Parties hereunder or there is any other disagreement between the other parties hereto resulting in adverse claims and demands being made in connection with the Vehicle Collateral, or in the event that the Collateral Agent in good faith is in doubt as to what action it should take hereunder, the Collateral Agent shall be entitled to retain the Vehicle Collateral until the Collateral Agent shall have received (i) a final order of a court of competent jurisdiction directing delivery of the Vehicle Collateral or (ii) a written agreement executed by the other parties hereto directing delivery of the Vehicle Collateral in which event the Collateral Agent shall disburse the Vehicle Collateral in accordance with such order or agreement (...)
2010
 Loan ContractDefinitive Agreements
The Company and Sony will act in good faith to negotiate, complete and enter into a definitive Option Agreement, Loan Agreement, and related closing documents reflecting the terms and conditions hereof as soon as reasonably possible, with a goal of executing the Loan Agreement, Option, and related closing documents within X days hereof.
Due Diligence Period to Invest and Right to Invest
The Company recognizes that X has and will expand considerable resources and time in negotiating definitive agreements with respect to the transactions contemplated herein. Accordingly, following execution of this Term Sheet, the Company and its shareholders, officers, directors and agents and Y shall negotiate in good faith with X for a period of {X} days (the “Due Diligence Period”), with respect to transactions contemplated hereby. Such negotiations shall reflect the terms set forth in this Term Sheet (...)
Accounting and Other Terms
Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP; provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP (...)
2011
Financing of Accounts
Subject to the terms of this Agreement (...) Borrower may request that Bank finance specific Eligible Accounts. Bank may, in its good faith business discretion, finance such Eligible Accounts by extending credit to Borrower in an amount equal to (...)
2011
Suspension of Credit Extensions
Borrower's ability to request that Bank make Credit Extensions hereunder will terminate if, in Bank's good faith business discretion, there has been a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations when due, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the Effective Date.
2011
Application of Payments and Proceeds Upon Default
If an Event of Default has occurred and is continuing, Bank may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Bank shall determine in its sole discretion (...) If Bank, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.
2011
Conduct of Business and Maintenance of Existence
Subject to Section X, the Parent Guarantor will continue, and will cause each of its Subsidiaries to continue, to engage in business of the same general type as now conducted by the Parent Guarantor and its Subsidiaries (...) provided that, subject to Section X, nothing in this Section Y shall prohibit the termination of the corporate existence of any Subsidiary (other than the Borrower) if the Parent Guarantor in good faith determines that such termination is in the best interest of the Parent Guarantor and is not adverse to the interests of the Lenders (...)
2011
Rights and Remedies
While an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following (...) for any letters of credit issued by Bank for the account of Borrower, demand that Borrower deposit cash with Bank in an amount equal to 105% (110% for any such letters of credit denominated in a currency other than Dollars) of the Dollar Equivalent of the aggregate face amount of all such letters of credit remaining undrawn plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment) (...)
2012
Application of Payments and Proceeds Upon Default
(...) If Bank, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.
2012
Mergers; Nature of Business
No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that (...) if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lender.
2012
Full Disclosure
No report, financial statement, certificate or other information furnished (...) in writing by or on behalf of the Borrower to the Lender in connection with this Agreement (...) contains as of the date furnished any untrue statement of a material fact or omits, when taken together with all other information furnished, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered.
2013
 Bankruptcy AgreementDefinitions
Replacement Price is the price at which Buyer is able, acting in good faith, to obtain comparable Gas supplies at the lowest reasonable price (...)
2000
Releases by the Debtors
(...) Entry of the confirmation order will constitute the Bankruptcy Court's approval (...) of the debtor release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, will constitute the Bankruptcy Court's finding that the debtor release is: in exchange for good and valuable consideration provided by the debtor releases, representing good faith settlement and compromise of the claims released by the debtor release (...)
2006
Authorization of Agreement
(...) This Agreement and each other agreement, document or instrument contemplated hereby or thereby to which it is a party has been duly and validly executed and delivered by the Company and this Agreement and each other agreement, document or instrument contemplated hereby or thereby to which it is a party constitutes legal, valid and binding obligations of the Company, enforceable against it in accordance with its respective terms, subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2008
Compromise and Settlement of Claims, Equity Interests and Controversies
Pursuant to section X of the Bankruptcy Code and Bankruptcy Rule X and in consideration for the classification, distributions, releases, and other benefits provided pursuant to the Plan, on the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims, Equity Interests, and controversies resolved pursuant to the Plan or relating to the contractual, legal, and subordination rights that a Holder of a Claim or Equity Interest may have with respect to any Claim or Equity Interest, or any Distribution to be made on account of such Claim or Equity Interest (...)
2011
 Asset Management AgreementInvestment Management Services Fees and Performance-based Bonuses and Rebates
For any category of investment that is not currently provided under Section X of the Agreement but may be permitted by laws, regulations and the insurance regulatory authority and thus may become available from time to time in the future, Party A and Party B shall, through timely negotiations, and in accordance with the principles of fairness and reasonableness, determine the calculation methods for the applicable annual rate and net value.
2003
Severability
(...) Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
2008
 Merger AgreementCovenants of the Pledgor
The Pledgor covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations, the Pledgor shall (...) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments, agreements (...)
2010
Taxes
Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (...) there are no unsatisfied liabilities for Taxes with respect to any notice of deficiency or similar document received by the Company or any of its Subsidiaries with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company or one of its Subsidiaries and with respect to which adequate reserves for payment have been established on the Company Balance Sheet) (...)
2013
No Solicitation
(...) the Company shall not, and shall cause its Subsidiaries and direct its or their respective Representatives not to, directly or indirectly (...) terminate, amend, modify or waive any rights under, or release any person (other than Parent and Merger Sub) from, any "standstill" or other similar agreement between the Company or any of its Subsidiaries and any person unless the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable Law (...)
2013
Response to Acquisition Proposals
Notwithstanding anything to the contrary contained in Section X or any other provision of this Agreement, if at any time following the date hereof and prior to the receipt of Shareholder Approval, (i) the Company has received after the date hereof (or with respect to a Qualified Pre-Existing Bidder, prior to or after the date hereof) a bona fide written Acquisition Proposal that has not been solicited after the date hereof (except from a Qualified Pre-Existing Bidder to the extent permitted by Section X from a third party that did not result from a material breach of this Section X, and (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to constitute, result in, or lead to, a Superior Proposal, then the Company may, subject to compliance with Section X, upon a good faith determination by the Company Board (after consultation with outside legal counsel) that failure to do so would be inconsistent with its fiduciary duties under applicable Law: provide access to its properties, books and records and furnish information or data with respect to the Company and its Subsidiaries to the person making such Acquisition Proposal pursuant to an Acceptable Confidentiality Agreement and in accordance with the following restrictions related to the provision of information (...)
2013
Change in Company Board Recommendation
Notwithstanding any provision of Section X, at any time prior to the receipt of Shareholder Approval, the Company Board may, (A) in connection with an Intervening Event, if the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable Law, make a Change in Company Board Recommendation or (B) if the Company receives an Acquisition Proposal that was not solicited after the date hereof (and that has not been withdrawn) and did not otherwise result from a material breach of Section X and that the Company Board determines in good faith (after consultation with outside legal counsel and its financial advisors) would, if consummated, constitute a Superior Proposal, either (i) terminate this Agreement pursuant to Section X, provided that the Company shall pay to Parent any Company Termination Fee required to be paid pursuant to Section X in connection with such termination or (ii) make a Change in Company Board Recommendation (...)
2013
Minute Books; Books and Records
The minute books of the Company, as made available to Acquiror, contain, in all material respects, a complete summary of all meetings and complete and true copies of all consents of directors and stockholders since the time of incorporation. The books and records of the Company and the Company Subsidiaries, as made available to Acquiror (a) are in all material respects true, complete and correct, (b) have been maintained in accordance with the Company's and the Company Subsidiaries' business practices on a basis consistent with prior years, (c) are stated in reasonable detail and fairly reflect in all material respects the transactions and dispositions of the assets of the Company and Company Subsidiaries and (d) fairly reflect in all material respects the basis for the Company Financial Statements.
2013
Purchase Price
The Purchase Price for the Offered Shares purchased under this Section X shall be the Offered Price, provided, that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift), the Purchase Price shall be the fair market value of the Offered Shares as determined in good faith by Acquiror's board of directors. If the Offered Price includes consideration other than cash, then the value of the non-cash consideration, as determined in good faith by Acquiror's board of directors, will conclusively be deemed to be the cash equivalent value of such non-cash consideration.
2013
Tax Matters
(…) Parent shall consider in good faith all reasonable comments of the Securityholder Representative with respect to taxable periods ending on or prior to the Closing Date or with respect to a Straddle Tax Period, the portion of the period ending on the Closing Date. Notwithstanding the foregoing, except to the extent the Escrow Participants are materially harmed, no failure by Parent to provide the review and comment periods set forth in clause (ii) of the first sentence of this Section X shall result in any loss or diminution of Parent's rights contained in Article X (…)
2014
Resolution of Conflicts
In case the Securityholder Representative delivers an Objection Notice in accordance with Section X, the Securityholder Representative and Parent shall, for a period of 60 days, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholder Representative and Parent should so agree, and such claim involves a claim against the Escrow Fund, a memorandum setting forth such agreement shall be prepared and signed by both parties and furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof.
2014
 Pledge AgreementCompromises and Collection of Collateral
(...) In view of the foregoing, the Grantor agrees that the Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Agent shall be commercially reasonable so long as the Agent acts in good faith based on information known to it at the time it takes any such action.
2012
 Joint Venture
The X Parties are hereby granting to Y, subject to relevant PRC government approvals, the right to acquire up to its entire 49% of the Joint Venture, at such time as agreed upon by the Parties. The consideration for this acquisition shall be determined by the Parties, acting in good faith, or based upon a valuation performed by an independent valuator satisfactory to the Parties.
2005
Governmental Filings
Subject to Applicable Laws, prior to the making or submission of any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal by or on behalf of either Party in connection with proceedings under or relating to the HSR Act or any other applicable Competition Law, X and Y will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, presentations, letters, white papers, memoranda, briefs, arguments, opinions or proposals.
2005
Tax Matters
The Parties shall cooperate in a good faith, commercially reasonable manner to maximize tax benefits or minimize tax costs of the Joint Venture Company (and any Facilities Company), and of the Parties or their Affiliates with respect to the activities of the Joint Venture Company (and any Facilities Company), consistent with the overall goals of the Joint Venture Documents. Such cooperation may include, but shall not be limited to, amending one or more of the Joint Venture Documents or seeking a ruling from a taxing authority (…)
2005
Tax Matters
The Parties acknowledge that, at the Closing, they each will enter into Supply Agreements with the Joint Venture Company pursuant to which each such Member shall purchase from the Joint Venture Company, and the Joint Venture Company shall supply to each such Member, a percentage of the Joint Venture Company's output of Products equal to such Member's Sharing Interest. The Parties will work in good faith to promptly determine the specific methodology for the sharing of such Joint Venture Company output based upon such Sharing Interest, which, if determined before the Closing, will be implemented immediately following Closing.
2005
Ancillary Agreement
The Company and X or an Affiliate of X shall in good faith negotiate the terms and conditions of the Ancillary Agreements. The cost to the Company under an Ancillary Agreement identified in Exhibit X shall be provided for in the Construction Budget or an Annual Budget. In the event that the capital or operating costs related to one or more Ancillary Agreements described in Exhibit X are in excess of the amount set forth in the Construction Budget or Annual Budget, in each case, as Approved by the Board of Directors, X or Y solely shall be responsible for payment of all such excess costs related to the Ancillary Agreements.
2007
Business Plan and Budgets
If the Board of Directors is unable to agree upon a Business Plan or Annual Budget prior to the first day of the Fiscal Year in question, then each Member, agreeing to use all good faith, commercially reasonable efforts to do so and subject to the terms of any Financing Documents then in effect, shall provide for the Business Plan and Annual Budget for such Project Component in effect for the Fiscal Year then expiring to be utilized until a new Business Plan and/or Annual Budget, as applicable, has been Approved, with the line items in such expiring Business Plan or Annual Budget that have not been Approved by the Board of Directors to be adjusted as follows (…)
2007
Formation of Foreign Facilities Companies
(…) If the immediately preceding sentence applies to a Foreign Facilities Company, further transfers of Joint Venture Product between each Foreign Facilities Company Member and its Affiliates shall be structured in a manner that both Parties reasonably and in good faith agree will maximize in a commercially reasonable manner and without undue tax risk (including tax risks unrelated to the Foreign Facilities Company) the benefits of owning the applicable Facility in the jurisdiction in which the Foreign Facilities Company is formed (…)
2007
 Lease ContractDefaulting Liabilities
Each of Party A and Party B shall perform this Contract in good faith. If either party breaches any provision herein, it shall be regarded as a default. Unless otherwise agreed herein, if either party defaults, making it impossible to perform this Contract, the other party may terminate this Contract and the breaching party shall compensate the non-breaching party for all the losses sustained thereby.
2010
 2. Standard of Fair DealingSales & Purchase ContractNon-Discrimination
(...) X shall not provide less favorable treatment (including equal treatment when not merited) to Y or Syndication Partners than to X or any X's partner in connection with the delivery or operation of the Services, except when such treatment is transparent and based on reasonable and fair factors that are consistently applied to X's Properties as well (...)
2009
 Services ContractEthical Conduct/Injurious Business Practices
In all dealings with Subscribers and Company, X (...) shall be governed by the highest standard of honesty, integrity, fair dealing and ethical conduct. Conduct in violation of this section includes (...) business practices, promotions or advertising which may be injurious to the reputation or business goodwill of Company (...)
2003
 Asset Management AgreementConflicts of Interest
Party B shall have full discretion in taking any such action or measure as it deems in its professional judgment to be fair, reasonable and necessary to deal with such conflicts of interest.
2003
Conflicts of Interest
(...) Party B shall establish necessary internal control systems in regard to (but not limited to) personnel, finances and accounts so as to ensure the fairness, equity and independence of the investment management operations associated with the Entrusted Assets and the assets owned by Party B or entrusted by other parties (...)
2003

Provided that this Agreement is renewed pursuant to Section X, Party A and Party B may, before the renewed term commences, redefine the calculation method of the Investment Management Services Fees and the stipulations on performance-based bonuses and rebates during the renewal term in accordance with the principle of fair market dealings, and enter into written agreement pursuant to Section X (...)
2003
 3. Good Faith and Fair Dealing as Limit to Execution of ContractsSales & Purchase ContractEnforceability
(...) this Agreement (...) shall constitute (...) a valid and legally binding obligation (...) enforceable (...) with its respective terms and conditions (...) except as enforceability may be limited (...) by general principles relating to enforceability, including principles of (...) good faith and fair dealing
2009
Sale Procedures
(...) nothing contained herein shall be construed to prohibit Sellers and their respective Affiliates and Representatives from soliciting, considering, negotiating, agreeing to, or otherwise taking action in furtherance of, any Alternative Transaction but only to the extent that Sellers determine in good faith that such actions are permitted or required by the Sale Procedures Order
2009
Mapping Services
(...) Promptly after receipt of notice of Yahoo!'s election to exercise the {*} Option in a given country, the parties will work together in good faith to determine a reasonable implementation schedule for the {*} Services in such country and a fair and equitable allocation of the foregoing costs (...)
2009
Authorization of Agreements; Control of Company Group
(...) This Agreement has been, and each Company Transaction Document will be, duly executed and delivered by the Company and, as applicable, each member of the Company Group, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Company Transaction Document when so executed and delivered will constitute, a legal, valid and binding obligation of the Company and such member of the Company Group, enforceable against the Company and such member of the Company Group in accordance with their respective terms, subject (...) as to enforceability, to general principles of equity, including principles of (...) good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2010
Title to Property; Principal Equipment; Sufficiency of Assets
In the event this Section X is breached because Seller or a Subsidiary has in good faith failed to identify and transfer any asset or property or provide any service used or held for use primarily in the X Business, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to Buyer or a Buyer Designee.
2011
 Services ContractTermination
The licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have upon the occurrence of any of the following events: (...) the licensee does not commence in good faith to manufacture, distribute or sell the Licensed Products throughout the Licensed Territory (...) - (International Contracting: Law and Practice – Larry A. DiMatteo – §10.18 – S. 365)
Representations and Warranties of the Grantor
(...) this Agreement constitutes a valid and continuing Lien on the Vehicle Collateral in favor of the Collateral Agent on behalf of the applicable Secured Party, which Lien has been perfected and is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Grantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing.
2010
 Bankruptcy AgreementCompromise and Settlement of Claims, Equity Interests and Controversies
(...) The entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of the compromise or settlement of all such Claims, Equity Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders of Claims and Equity Interests and is fair, equitable, and reasonable (...)
2011
 Pledge AgreementTitle, Authorization, Perfection and Priority, Type and Jurisdiction of Organization, Organizational and Identification Numbers
(...) The execution and delivery by such Grantor of this Security Agreement have been duly authorized by proper corporate, limited liability company, limited partnership or partnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing (...)
2012
 

Discussion

Thread: Also in the UK?

Guest: Uker - 2010-09-14 15:10:14

Also in the UK?

I do not believe that this principle would be applicable in an UK Court!

Guest: jacques - 2010-09-15 12:21:27

RE: Also in the UK?

England is somehow special in this regard. see http://www.lawsociety.org.uk/documents/downloads/jurisdiction_of_choice_brochure.pdf

page 4. I do not think that the absence of good faith is something positive which you would put in an ad... Anyway even if you say that there is no general principle of good faith in England there is however always the same result. That is because in england are many "special" principles like "clean hands" which would be considered as "good faith" in other jurisdictions.

be - 2011-10-04 18:06:38

RE: Also in the UK?

The famous brochure by the English Law Society has caused some reactions here in Germany, among others a similar brochure by the leading German legal associations ("www.LawmadeinGermany.de"). I think that today, the general principle of good faith has found its way into English law through the EU-Directives, like the one on unfair terms in standard forms, which contain a general principle of good faith. Also, the result is the same in civil law and English common law because the latter works with implied contractual terms.

KPBerger

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