Good egg: Difference between revisions

On why it behoves you to be a good egg.

Those who cherish the feel of {{tag|flannel}} close to the 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 a fear that a judicial officer reading one’s prose will take a perversely literal view of it: that a court will 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 honest commercial intentions.

But a court will only do that if one’s intentions were otherwise (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]] and your client loves his neighbour as he loves himself; does unto others what he would have done unto him – neither you nor he should fear a wantonly literal construction.

 

There is a (home made, admittedly) {{tag|Latin}} maxim – ''[[Anus matronae parvae malas leges faciunt|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?