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{{a|glossary|}}''Stay tuned for a [[Coronavirus]] update, where new jurisprudence may develop as to implied terms regarding the means of serving [[close-out notice]]s under the {{isdama}}.'' | {{a|glossary|}}''Stay tuned for a [[Coronavirus]] update, where new jurisprudence may develop as to implied terms regarding the means of serving [[close-out notice]]s under the {{isdama}}.'' | ||
Courts will imply terms only where the {{tag|contract}} does not work without them. They are terms that “go without saying”. It is simply a matter of making a contract functional which otherwise would not be. | Courts will imply terms only where the {{tag|contract}} does not work without them. They are terms that “go without saying”. It is simply a matter of making a contract functional which otherwise would not be. | ||
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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. | ||
But, as any fule kno, adding “, in its sole and absolute discretion,” to a contract and asking a diligent opposing [[mediocre lawyer|solicitor]] to evaluate it is to wave a red rag at a bull. This will inevitably be adjusted to “, in a [[commercially reasonable manner]]”. It will be hard to resist that change. Why ''should'' your client be able to do x, after all, in a manner which is not commercially reasonable? | But, [[as any fule kno]], adding “, in its sole and absolute discretion,” to a contract and asking a diligent opposing [[mediocre lawyer|solicitor]] to evaluate it is to wave a red rag at a bull. This will inevitably be adjusted to “, in a [[commercially reasonable manner]]”. It will be hard to resist that change. Why ''should'' your client be able to do x, after all, in a manner which is not commercially reasonable? | ||
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. | ||
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===See Also=== | ===See Also=== | ||
*[[commercially reasonable manner]]: A long and erudite discussion about the concept. | *[[commercially reasonable manner]]: A long and (cough) erudite discussion about the concept. | ||