Good egg: Difference between revisions
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On why it behoves you to be a good egg. | On why it behoves you to be a good egg. | ||
Those who cherish the feel of {{tag|flannel}} close to | [[Mediocre lawyer|Those]] who cherish the feel of {{tag|flannel}} close to their skin will take comfort in expressions like “[[all or substantially all]]”; “[[in whole or in part]]”, “[[one or more]]”; “[[unless otherwise agreed]]” . These expressions betray the fear that a judge reading your prose will take a perversely literal view, and construe your words deliberately to upset you; as the {{tag|Latin}}s say, “[[contra proferentem]]”. | ||
But the law of the land is not there to frustrate your [[reasonable]] commercial intentions. A court will only do that if your intentions were | But the law of the land is not there to frustrate your [[reasonable]] commercial intentions. A court will only do that if your intentions were base (as, to be sure, many a merchant’s will be if the opportunity arises to tilt the tables in his favour - Adam Smith had some choice things to say about that). If you exploit a counterparty’s vulnerability or patent misapprehension, expect to find the awesome creative weight of the common law – [[estoppel]], [[constructive trust]]; [[money had and received]], ''[[assumpsit]]'' – incanted against you. | ||
But as long as you don’t – if you act [[ | But as long as you don’t – if you act in [[good faith]] and a [[commercially reasonable manner]]; if you love your neighbour as he loves himself; doing unto others only what you would have them do to you – you have little to fear from a wantonly literal construction. | ||
If that ''is'' your caper, don’t expect words on paper, however exquisitely turned, to help you. | If that ''is'' your caper, don’t expect words on paper, however exquisitely turned, to help you. | ||
There is a (home made, admittedly) {{tag|Latin}} maxim – ' | There is a (home made, admittedly) {{tag|Latin}} maxim – '’[[anus matronae parvae malas leges faciunt]]'' (“little old ladies make bad law”) which, even though I made it up, may be the final, deepest foundation of the law of [[equity]]. It has a converse expression, also home made and converted into {{tag|Latin}} to make it sound plausible: [[non mentula esse]]: don’t be a dick. Be clear about what you want, and be a good egg, and you have little to fear from her majesties judiciary. [[Bonum ovum esse]], you know? | ||
It is true that [[common law]] formulated in the service of [[wronged spinsters]] presents later courts who are bound by it with hefty intellectual challenges, but no self respecting judge shies away from those – they’re what {{sex|she}} took the oath for in the first place. | It is true that [[common law]] formulated in the service of [[wronged spinsters]] presents later courts who are bound by it with hefty intellectual challenges, but no self respecting judge shies away from those – they’re what {{sex|she}} took the oath for in the first place. | ||
===See also=== | ===See also=== | ||
* [[commercially reasonable manner]] | * [[commercially reasonable manner]] | ||
Revision as of 13:31, 27 October 2016
On why it behoves you to be a good egg.
Those who cherish the feel of flannel close to their skin will take comfort in expressions like “all or substantially all”; “in whole or in part”, “one or more”; “unless otherwise agreed” . These expressions betray the fear that a judge reading your prose will take a perversely literal view, and construe your words deliberately to upset you; as the Latins say, “contra proferentem”.
But the law of the land is not there to frustrate your reasonable commercial intentions. A court will only do that if your intentions were base (as, to be sure, many a merchant’s will be if the opportunity arises to tilt the tables in his favour - Adam Smith had some choice things to say about that). If you exploit a counterparty’s vulnerability or patent misapprehension, expect to find the awesome creative weight of the common law – estoppel, constructive trust; money had and received, assumpsit – incanted against you.
But as long as you don’t – if you act in good faith and a commercially reasonable manner; if you love your neighbour as he loves himself; doing unto others only what you would have them do to you – you have little to fear from a wantonly literal construction.
If that is your caper, don’t expect words on paper, however exquisitely turned, to help you.
There is a (home made, admittedly) Latin maxim – '’anus matronae parvae malas leges faciunt (“little old ladies make bad law”) which, even though I made it up, may be the final, deepest foundation of the law of equity. It has a converse expression, also home made and converted into Latin to make it sound plausible: non mentula esse: don’t be a dick. Be clear about what you want, and be a good egg, and you have little to fear from her majesties judiciary. Bonum ovum esse, you know?
It is true that common law formulated in the service of wronged spinsters presents later courts who are bound by it with hefty intellectual challenges, but no self respecting judge shies away from those – they’re what she took the oath for in the first place.