Template:Good faith capsule
“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.
- ↑ Being an officer of the court, American friends, and not someone who goes door-to-door selling encyclopaedias.