Tag Archives: Implied terms

Court of Appeal refuses to imply term where contract incomplete

The Court of Appeal has held, by a majority, that no binding agreement was reached between the seller of several flats and an estate agent, as the parties had failed to agree the circumstances in which the agreed rate of … Continue reading

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No implied obligation of good faith in exercising contractual right of termination

The High Court has again considered the circumstances in which a duty of good faith will be implied into a contract, rejecting an argument that a party's contractual right to terminate a consultancy contract had to be exercised in good … Continue reading

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How far can you act in your own self-interest? The role of good faith in commercial contracts

The traditional starting point in English contract law is that parties are free to do what they like so long as they do not breach the agreed terms. But it is becoming increasingly common for parties to agree terms requiring … Continue reading

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Supreme Court clarifies test for implying terms into a contract

In a judgment handed down yesterday morning, the Supreme Court has clarified the law on when the court can imply a term that the parties have not expressly included in their contract, endorsing the traditional approach that the term either must … Continue reading

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High Court refuses to imply duty of good faith in relation to exercise of contractual right

In a decision earlier this year, the High Court refused to imply a duty of good faith in relation to a contractual right to amend a loan note instrument: Myers and another v Kestrel Acquisitions Ltd (Kestrel) and others [2015] … Continue reading

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No implied obligation on company’s controller personally to ensure company’s compliance with its contractual obligations

The Commercial Court has held that a shareholders' agreement did not contain an implied term which would have rendered the company's controller personally liable for failing to ensure the company's compliance with its obligations under that agreement: Liberty Investing Limited … Continue reading

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High Court implies duty of honesty and integrity into vehicle recovery contract

In a recent decision, the High Court has implied a duty of "honesty and integrity" into a vehicle recovery contract: D&G Cars Ltd v Essex Police Authority [2015] EWHC 226 (QB). Whilst it remains clear that there is no general … Continue reading

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High Court implies duty of good faith into “relational” contract

In a recent case, the High Court has implied a duty of good faith into a long-term agreement between two commercial parties: Bristol Groundschool Limited v Intelligent Data Capture Limited [2014] EWHC 2145 (Ch). In doing so, the court endorsed … Continue reading

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Commercial Court finds binding contract formed even though not all terms agreed

The Commercial Court recently decided that a contract was formed for the supply of crude oil blend even though some of the core terms were subject to further negotiation: Proton Energy Group SA v Orlen Lietuva [2013] EWHC 2872 (Comm). … Continue reading

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Court of Appeal confirms implied fiduciary duty in joint venture arrangement

The Court of Appeal has recently upheld a first instance decision in which the court implied a fiduciary duty into a joint venture arrangement, including a fiduciary duty owed by the director of one of the joint venture partners to … Continue reading

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