Advice for sincerely deluded directors and others
As Flanders and Swann once sang (or at least Flanders once said), ‘always be sincere – whether you mean it or not’.
But things are even more complicated nowadays in the world of corporate law and directors’ duties, and this recent case shows that it is not enough to be sincere even if you mean it if you are actually deluded in thinking you are being honest. Or something like that.
Law and faith
What does the expression ‘good faith’ mean when you put it in a shareholders agreement?
Ripping off your business partners – how you might be brought to account
How you might be brought to account if you rip off a business partner to whom you owe fiduciary duties
2020 vision – the benefits of foresight when putting contracts together
Jan 2020
This recent case is a salutary lesson on the importance of thinking ahead and getting the right bases covered in your commercial agreements. The case relates to an agency/introduction agreement, but the same advice applies to all sorts of agreements.
Backstops, best endeavours, good faith and Attorney Generals
15/1/19 Is the Attorney General’s legal advice on the legal effect of the Protocol to the Withdrawal Agreement on Ireland and Northern Ireland (the “Protocol”) correct?
Meaning of ‘good faith’
28/6/18 Whilst it might make things a bit less commercially certain, my personal preference would be to insert a general duty of good faith into any contract. You can then rely on the English courts’ sense of fair play as to what this means. As with anything else, the case law on this (ie the law set out by a succession of cases in courts over time) will keep developing. The most important case law is set out by the Supreme Court and below that the Court of Appeal, because precedents they set have to be followed by lower courts. Cases at the Commercial Court are less important, but still help to set the tone...
What has good faith to do with a legal business contract?
28/6/18 English law has traditionally favoured the ability of businesspeople to negotiate whatever contracts they want in pursuance of their commercial interests, even if they manage to get the wording of the contract done in such a way as allows them to shaft the other guy. The argument is that it is better to have a contract which gives commercial certainty even if it might be unfair or has loopholes which can be abused...