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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]] |