Good faith – good grief - Revision history

Designing Buildings at 10:03, 25 January 2023

2023-01-25T10:03:37Z

← Older revision		Revision as of 10:03, 25 January 2023
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	* Reasonable skill and care.		* Reasonable skill and care.
	* TSG Building Services Plc v South Anglia Housing Limited.		* TSG Building Services Plc v South Anglia Housing Limited.
		+	* Utmost good faith.

	[[Category:DCN_Case_Law]] [[Category:DCN_Commentary]] [[Category:DCN_News]] [[Category:News]]		[[Category:DCN_Case_Law]] [[Category:DCN_Commentary]] [[Category:DCN_News]] [[Category:News]]

Designing Buildings at 06:49, 17 October 2022

2022-10-17T06:49:39Z

← Older revision		Revision as of 06:49, 17 October 2022
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	[[TSG_v_South_Anglia\|Click here to read the detailed analysis of this case.]]		[[TSG_v_South_Anglia\|Click here to read the detailed analysis of this case.]]

−	~~= Find out more =~~	+	= Related articles on Designing Buildings =
−		+
−	=== Related articles on Designing Buildings ~~Wiki ==~~=	+

	* Duty of care.		* Duty of care.

Designing Buildings at 08:50, 1 January 2021

2021-01-01T08:50:08Z

← Older revision		Revision as of 08:50, 1 January 2021
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−		+	In the second instalment of our new legal digest by construction lawyer [[User:Najma_Dunnett\|Najma Dunnett]], good faith rears its head again, and appears to behave like buses with three cases hot on the heels of each other: Mid Essex NHS Trust v Compass Group UK & Ireland Ltd, Yam Seng v International Trade Corporation and the case discussed here - TSG Building Services Plc v South Anglia Housing Limited.
−	In the second instalment of our new legal digest by construction lawyer [[User~~%3ANajma%20Dunnett~~\|Najma Dunnett]], good faith rears its head again, and appears to behave like buses with three cases hot on the heels of each other: Mid Essex NHS Trust v Compass Group UK & Ireland Ltd, Yam Seng v International Trade Corporation and the case discussed here - TSG Building Services Plc v South Anglia Housing Limited.	+

	The basic question in this case: whether an express duty of good faith applied to a termination at will clause? The answer: no.		The basic question in this case: whether an express duty of good faith applied to a termination at will clause? The answer: no.

−	The judge decided that reasonableness did not apply to termination in this case as either party could terminate for any or no reason, such is the nature of these type of clauses. The clause provided an ~~“''unconditional''~~ and ''unqualified'' right” meaning that termination under the contract was properly effected by South Anglia with no compensation payable to TSG. Clause 1.1 of the contract, relating to good faith, was narrowly interpreted to apply ''only'' to matters within the context of that clause so that good faith did not extend to the whole contract.	+	The judge decided that reasonableness did not apply to termination in this case as either party could terminate for any or no reason, such is the nature of these type of clauses. The clause provided an “unconditional and unqualified right” meaning that termination under the contract was properly effected by South Anglia with no compensation payable to TSG. Clause 1.1 of the contract, relating to good faith, was narrowly interpreted to apply only to matters within the context of that clause so that good faith did not extend to the whole contract.

	No implied duty of good faith was found here and recent good faith cases emphasise there is no general implied duty of good faith in English contract law, unlike for example the USA, Canada or Australia.		No implied duty of good faith was found here and recent good faith cases emphasise there is no general implied duty of good faith in English contract law, unlike for example the USA, Canada or Australia.

−	The moral of the story is that if parties wish certain provisions to be governed by a duty of good faith or reasonableness then this must be ''expressly'' stated in their contract. Recent cases demonstrate that good faith provisions will be restrictively construed and not generally applied to bail out parties from unpalatable contract provisions. Termination at will/for convenience clauses do exactly what they say on the tin and do not sit kindly with partnering term agreements when the parties seemingly content partnering arrangement can be abruptly terminated. This is why it is vital to carefully check and consider all provisions of a contract and not take for granted boilerplate termination clauses. This was a harsh wake up call for TSG, leaving them out of pocket when faced with sudden termination mid-way through a 4 year contract.	+	The moral of the story is that if parties wish certain provisions to be governed by a duty of good faith or reasonableness then this must be expressly stated in their contract. Recent cases demonstrate that good faith provisions will be restrictively construed and not generally applied to bail out parties from unpalatable contract provisions. Termination at will/for convenience clauses do exactly what they say on the tin and do not sit kindly with partnering term agreements when the parties seemingly content partnering arrangement can be abruptly terminated. This is why it is vital to carefully check and consider all provisions of a contract and not take for granted boilerplate termination clauses. This was a harsh wake up call for TSG, leaving them out of pocket when faced with sudden termination mid-way through a 4 year contract.

−	[[~~TSG%20v%20South%20Anglia~~\|Click here to read the detailed analysis of this case.]]	+	[[TSG_v_South_Anglia\|Click here to read the detailed analysis of this case.]]

	= Find out more =		= Find out more =

	=== Related articles on Designing Buildings Wiki ===		=== Related articles on Designing Buildings Wiki ===
−	*Duty of care.
−	*Duty to warn.
−	*Good faith.
−	*Reasonable skill and care.
−	*TSG Building Services Plc v South Anglia Housing Limited.

−	[[Category:~~News~~]] [[Category:DCN_News]]	+	* Duty of care.
		+	* Duty to warn.
		+	* Good faith.
		+	* Reasonable skill and care.
		+	* TSG Building Services Plc v South Anglia Housing Limited.
		+
		+	[[Category:DCN_Case_Law]] [[Category:DCN_Commentary]] [[Category:DCN_News]] [[Category:News]]

Designing Buildings at 12:17, 13 February 2014

2014-02-13T12:17:05Z

← Older revision		Revision as of 12:17, 13 February 2014
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	[[TSG%20v%20South%20Anglia\|Click here to read the detailed analysis of this case.]]		[[TSG%20v%20South%20Anglia\|Click here to read the detailed analysis of this case.]]

−	~~----~~	+	= Find out more =

−	~~Want to contribute your knowledge to~~ Designing Buildings Wiki~~, but don’t know where~~ to ~~start? Have a look at our list of [[Articles%20required\|articles required]] – some key subjects that we know the site should cover, but we are missing so far~~.	+	=== Related articles on Designing Buildings Wiki ===
		+	*Duty of care.
		+	*Duty to warn.
		+	*Good faith.
		+	*Reasonable skill and care.
		+	*TSG Building Services Plc v South Anglia Housing Limited.

−	~~----~~	+	[[Category:News]] [[Category:DCN_News]]
−		+
−	[[Category:News]]	+

Designing Buildings at 07:01, 27 October 2013

2013-10-27T07:01:09Z

← Older revision		Revision as of 07:01, 27 October 2013
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	[[Category:News]]		[[Category:News]]
−	~~[[Category:Site_Information]]~~

Designing Buildings at 09:58, 4 June 2013

2013-06-04T09:58:39Z

← Older revision		Revision as of 09:58, 4 June 2013
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	----		----

−	Want to contribute your knowledge to Designing Buildings Wiki, but don’t know where to start? Have a look at our list of [[~~Articles_required~~\|articles required]] – some key subjects that we know the site should cover, but we are missing so far.	+	Want to contribute your knowledge to Designing Buildings Wiki, but don’t know where to start? Have a look at our list of [[Articles%20required\|articles required]] – some key subjects that we know the site should cover, but we are missing so far.

−	~~Follow us on Twitter [https://twitter.com/DesigningB @DesigningB] to keep up to date with what’s going on.~~	+	----

	[[Category:News]]		[[Category:News]]
	[[Category:Site_Information]]		[[Category:Site_Information]]

Designing Buildings at 09:58, 4 June 2013

2013-06-04T09:58:06Z

← Older revision		Revision as of 09:58, 4 June 2013
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−	In the second instalment of our new legal digest by construction lawyer [[User~~:Najma_Dunnett~~\|Najma Dunnett]], good faith rears its head, and appears to behave like buses with three cases hot on the heels of each other: Mid Essex NHS Trust v Compass Group UK & Ireland Ltd, Yam Seng v International Trade Corporation and the case discussed here - TSG Building Services Plc v South Anglia Housing Limited.	+	In the second instalment of our new legal digest by construction lawyer [[User%3ANajma%20Dunnett\|Najma Dunnett]], good faith rears its head again, and appears to behave like buses with three cases hot on the heels of each other: Mid Essex NHS Trust v Compass Group UK & Ireland Ltd, Yam Seng v International Trade Corporation and the case discussed here - TSG Building Services Plc v South Anglia Housing Limited.

	The basic question in this case: whether an express duty of good faith applied to a termination at will clause? The answer: no.		The basic question in this case: whether an express duty of good faith applied to a termination at will clause? The answer: no.
Line 10:		Line 10:
	The moral of the story is that if parties wish certain provisions to be governed by a duty of good faith or reasonableness then this must be ''expressly'' stated in their contract. Recent cases demonstrate that good faith provisions will be restrictively construed and not generally applied to bail out parties from unpalatable contract provisions. Termination at will/for convenience clauses do exactly what they say on the tin and do not sit kindly with partnering term agreements when the parties seemingly content partnering arrangement can be abruptly terminated. This is why it is vital to carefully check and consider all provisions of a contract and not take for granted boilerplate termination clauses. This was a harsh wake up call for TSG, leaving them out of pocket when faced with sudden termination mid-way through a 4 year contract.		The moral of the story is that if parties wish certain provisions to be governed by a duty of good faith or reasonableness then this must be ''expressly'' stated in their contract. Recent cases demonstrate that good faith provisions will be restrictively construed and not generally applied to bail out parties from unpalatable contract provisions. Termination at will/for convenience clauses do exactly what they say on the tin and do not sit kindly with partnering term agreements when the parties seemingly content partnering arrangement can be abruptly terminated. This is why it is vital to carefully check and consider all provisions of a contract and not take for granted boilerplate termination clauses. This was a harsh wake up call for TSG, leaving them out of pocket when faced with sudden termination mid-way through a 4 year contract.

−	[[~~TSG_v_South_Anglia~~\|Click here to read the detailed analysis of this case.]]	+	[[TSG%20v%20South%20Anglia\|Click here to read the detailed analysis of this case.]]

		+	----
		+
		+	Want to contribute your knowledge to Designing Buildings Wiki, but don’t know where to start? Have a look at our list of [[Articles_required\|articles required]] – some key subjects that we know the site should cover, but we are missing so far.
		+
		+	Follow us on Twitter [https://twitter.com/DesigningB @DesigningB] to keep up to date with what’s going on.
		+
		+	[[Category:News]]
	[[Category:Site_Information]]		[[Category:Site_Information]]

Designing Buildings: Protected "Good faith – good grief" ([edit=sysop] (indefinite) [move=sysop] (indefinite))

2013-06-04T08:49:36Z

Protected "Good faith – good grief" ([edit=sysop] (indefinite) [move=sysop] (indefinite))

← Older revision

Revision as of 08:49, 4 June 2013

Designing Buildings: Created page with " In the second instalment of our new legal digest by construction lawyer Najma Dunnett, good faith rears its head, and appears to behave like buses with th..."

2013-06-04T08:48:40Z

Created page with " In the second instalment of our new legal digest by construction lawyer Najma Dunnett, good faith rears its head, and appears to behave like buses with th..."

New page

In the second instalment of our new legal digest by construction lawyer [[User:Najma_Dunnett|Najma Dunnett]], good faith rears its head, and appears to behave like buses with three cases hot on the heels of each other: Mid Essex NHS Trust v Compass Group UK & Ireland Ltd, Yam Seng v International Trade Corporation and the case discussed here - TSG Building Services Plc v South Anglia Housing Limited.

The basic question in this case: whether an express duty of good faith applied to a termination at will clause? The answer: no.

The judge decided that reasonableness did not apply to termination in this case as either party could terminate for any or no reason, such is the nature of these type of clauses. The clause provided an “''unconditional'' and ''unqualified'' right” meaning that termination under the contract was properly effected by South Anglia with no compensation payable to TSG. Clause 1.1 of the contract, relating to good faith, was narrowly interpreted to apply ''only'' to matters within the context of that clause so that good faith did not extend to the whole contract.

No implied duty of good faith was found here and recent good faith cases emphasise there is no general implied duty of good faith in English contract law, unlike for example the USA, Canada or Australia.

The moral of the story is that if parties wish certain provisions to be governed by a duty of good faith or reasonableness then this must be ''expressly'' stated in their contract. Recent cases demonstrate that good faith provisions will be restrictively construed and not generally applied to bail out parties from unpalatable contract provisions. Termination at will/for convenience clauses do exactly what they say on the tin and do not sit kindly with partnering term agreements when the parties seemingly content partnering arrangement can be abruptly terminated. This is why it is vital to carefully check and consider all provisions of a contract and not take for granted boilerplate termination clauses. This was a harsh wake up call for TSG, leaving them out of pocket when faced with sudden termination mid-way through a 4 year contract.

[[TSG_v_South_Anglia|Click here to read the detailed analysis of this case.]]

[[Category:Site_Information]]