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==={{tag|Commercial reasonableness}}=== | ==={{tag|Commercial reasonableness}}=== | ||
====English law==== | ===={{tag|English law}}==== | ||
Under English law at least, legally the statement "Party A may do X” is the same as “Party A may, in its sole and absolute discretion, do X”, by simple application of the above principle. Reasonableness cannot be implied as a matter of common law as the term makes perfect sense without it. | Under English law at least, legally the statement "Party A may do X” is the same as “Party A may, in its sole and absolute discretion, do X”, by simple application of the above principle. Reasonableness cannot be implied as a matter of common law as the term makes perfect sense without it. | ||
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So under English law, if one really wants a “sole and absolute” right to do something, one's best tactic is to not bang on about it. If we say “Party A may do X” we have a fighting chance that our opponent won’t think "crikey! That means they have an unfettered right to do that however they please!" and seek to negotiate the language. | So under English law, if one really wants a “sole and absolute” right to do something, one's best tactic is to not bang on about it. If we say “Party A may do X” we have a fighting chance that our opponent won’t think "crikey! That means they have an unfettered right to do that however they please!" and seek to negotiate the language. | ||
====New York law==== | ===={{tag|New York law}}==== | ||
Under NY law I believe the Uniform Commercial Code, which assumes parties will be obliged to act in good faith (honestly in fact and in the observance of reasonable commercial standards of fair dealing) unless they agree otherwise, means that you would need to state “sole and absolute” if you wanted it in a NY law contract. | Under NY law I believe the [[Uniform Commercial Code]], which assumes parties will be obliged to act in good faith (honestly in fact and in the observance of reasonable commercial standards of fair dealing) unless they agree otherwise, means that you would need to state “sole and absolute” if you wanted it in a NY law contract. | ||
But before inserting that clause and girding your loins for a forensic fight you're not likely to win, ask yourself this: why ''do'' you want a right to act in a way which is not honest or observing of reasonable commercial standards of fair dealing? | But before inserting that clause and girding your loins for a forensic fight you're not likely to win, ask yourself this: why ''do'' you want a right to act in a way which is not honest or observing of reasonable commercial standards of fair dealing? | ||
===See Also=== | |||
*[[commercially reasonable manner]]: A long and erudite discussion about the concept. | |||