Good Faith and Commercially Reasonable Manner - CSA Provision: Difference between revisions

Revision as of 14:21, 17 September 2021

1995 ISDA Credit Support Annex (English Law)
A Jolly Contrarian owner’s manual™

Resources and navigation

Resources Full wikitext \| Nutshell wikitext Navigation 1 (Interpretation) \| 2 (Credit Support Obligations) \| 3 (Transfers, Calculations and Exchanges) \| 4 (Dispute Resolution) \| 5 (Title Transfer etc) \| 6 (Default) \| 7 (Representation) \| 8 (Expenses) \| 9 (Miscellaneous) \| 10 (Definitions) \| 11 (Elections and Variables) Index — Click the ᐅ to expand: 1995 CSA

Paragraph 9(b) in a Nutshell™

Use at your own risk, campers!

9(b) Good Faith and Commercially Reasonable Manner. The parties must perform all obligations under this Annex, in good faith and in a commercially reasonable manner. view template

Full text of Paragraph 9(b)

9(b) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner. view template

The varieties of ISDA CSA
Subject	1994 NY	1995 Eng	2016 VM NY	2016 VM Eng	2018 IM Eng
Preamble	Pre	Pre	Pre	Pre	Pre
Interpretation	1	1	1	1	1
Security Interest	2	-	2	-	2
Credit Support Obligations	3	2	3	2	3
Transfers, Calculations and Exchanges	-	3	-	3	-
Conditions Precedent, Transfer Timing, Calculations and Substitutions	4	-	4	-	4
Dispute Resolution	5	4	5	4	5
Holding and Using Posted Collateral	6	-	6	-	6
Transfer of Title, No Security Interest	-	5	-	5	-
Events of Default	7	6	7	6	7
Rights and Remedies	8	-	8	-	8
Representations	9	7	9	7	9
Expenses	10	8	10	8	10
Miscellaneous	11	9	11	9	11
Definitions	12	10	12	10	12
Elections and Variables	13	11	13	11	13

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-{{csaanat|9(b)|1995}}
+{{Manual|MCAE|1995|9(b)|Paragraph|11(d)|short}}
-{{csa gfcrm|csa}}
-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.
-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.
-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}}.
-{{sa}}
-*[[Good faith]]
-*[[Commercially reasonable manner]]
-*{{casenote|Barclays|Unicredit}}