[...] The contract itself contains no express promise that [Y] will perform its contract in good faith. The notion of a contractingparty being required to act in good faith is, however, one that is commonly adopted by different legal systems : see the comparative discussion in Chitty on Contracts, 30th Edn, Volume I, paras 1-022 — 1-025. The most extensive use is taken by lawyers in the US. This contrasts with the absence of any such general duty in England, and uncertainty as to the existence of such duty in Canada. In civil law systems, the notion of good faith means different things both within a particular legal system and between the legal systems. The different versions of the Unidroit Principles have, however, for some time contained an obligation on the parties to “ act in accordance with good faith and fair dealing in international trade. [Y] has not disputed that the contract contained a covenant of goodf aith andfair dealing with respect to one another. The question is:how is this implied covenant to be interpreted in the context of a contract which has deliberately avoided a choice of national law as its applicable law , and instead describe sitself as being of a " commercial nature " being governed by " its own clauses ". Whilst the US case law might provide a useful guide to the approach to be taken, it seems to me that the unusual governing law clause requires that the content of the covenant of good faith and fair dealing be assessed not by the standards applied by US courts, but by the standards of ordinary businessmen. The question is whether an ordinary businessmen would consider that [Y] acted with a lack of good faith. I do not believe that any ordinary businessman would consider that, on the facts of the present case (as summarised above and further discussed below) [Y] acted with a lack of good faith. [...]