Template:Good faith capsule: Difference between revisions

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===“[[Good faith]] and [[commercially reasonable manner]]”  as a general standard===
===“[[Good faith]] and [[commercially reasonable manner]]”  as a general standard===
Whether a merchant should commit himself to dealing in [[good faith]], or in a [[commercially reasonable manner]], is one that vexes a surprising number of attorneys. Especially American ones. The only discomfort it should occasion is to a solicitor’s livelihood, for this magic expression, while doing no more than articulating the basic commercial outlook of a [[good egg]], puts many a tedious negotiation to the sword. Everyone benefits but the officers of Her Majesty's courts.
Whether a merchant should commit himself to dealing in [[good faith]], or in a [[commercially reasonable manner]], is one that vexes a surprising number of attorneys. Especially [[US Attorney|American ones]]. The only discomfort it should occasion is to a solicitor’s<ref>Being an officer of the court, American friends, and not someone who goes door-to-door selling encyclopaedias.</ref> livelihood, for this magic expression, while doing no more than articulating the [[commercial imperative]] and the basic commercial outlook of a [[good egg]], puts many a tedious [[negotiation]] to the sword.  


A {{tag|contract}} is a bond of trust. How would a merchant explain to his counterparty that he wished to reserve for himself the right to act in ''[[bad faith]]''?
Everyone benefits but officers of Her Majesty's — or (''cough'') the People’s — courts.


As for commercial reasonableness, and that objection I can already see you formulating that it admits shades of doubt, and encourages litigation - well, the great case of {{casenote|Barclays|Unicredit}} should be a source of great succour to you. <br>
A {{tag|contract}} is a bond of [[trust]]. How would a merchant explain to his counterparty that he wished to reserve for himself the right to act in ''[[bad faith]]''?
 
As for [[commercial reasonableness]], and that objection I can already see you formulating that it admits shades of doubt, and encourages litigation well, the great case of {{casenote|Barclays|Unicredit}} should be a source of great succour to you. <br>
 
And for you Americans, for whom {{casenote|Barclays|Unicredit}} is of persuasive value only, there is the fact that this standard is written into the [[Uniform Commercial Code]]. and the {{1994csa}}.

Revision as of 11:34, 16 January 2020

Good faith and commercially reasonable manner” as a general standard

Whether a merchant should commit himself to dealing in good faith, or in a commercially reasonable manner, is one that vexes a surprising number of attorneys. Especially American ones. The only discomfort it should occasion is to a solicitor’s[1] livelihood, for this magic expression, while doing no more than articulating the commercial imperative and the basic commercial outlook of a good egg, puts many a tedious negotiation to the sword.

Everyone benefits but officers of Her Majesty's — or (cough) the People’s — courts.

A contract is a bond of trust. How would a merchant explain to his counterparty that he wished to reserve for himself the right to act in bad faith?

As for commercial reasonableness, and that objection I can already see you formulating that it admits shades of doubt, and encourages litigation well, the great case of Barclays v Unicredit should be a source of great succour to you.

And for you Americans, for whom Barclays v Unicredit is of persuasive value only, there is the fact that this standard is written into the Uniform Commercial Code. and the 1994 NY CSA.

  1. Being an officer of the court, American friends, and not someone who goes door-to-door selling encyclopaedias.