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The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more
In 2177 23rd Avenue Holdings v. Pival International inc. (2025 QCCA 19) dated January 9, 2025, the Quebec Court of Appeal rendered an enlightening decision on the obligation of a landlord to negotiate the terms and conditions...more
Not everyone will be familiar with the 1994 Latham Report that advocated the use of good faith, but the government’s Construction Playbook and the equivalent private sector Trust and Productivity report are more recent...more
A recent Tenth Circuit ruling in an appeal successfully defended by Brownstein Hyatt Farber Schreck affirmed a lower court judgment arising from a termination for convenience. This decision serves as support to contractors...more
Not just the name of the television show on NBC, Deal or No Deal is the question many attorneys are asking, as well as being asked by their clients, regarding transactions that are being made with companies and other...more
We are now in the era of freedom of contract in the logistics arena. While contracts provide many protections to contracting parties, they can also be used offensively, to affirmatively protect legal rights. ...more
Contractors frequently execute modifications for extra work without considering the impact the boilerplate broad release language in the modification may have on future claims. Government agencies often seek dismissal of a...more
A requirement of proving a fraudulent conveyance occurred is establishing that the conveyance was fraudulently intended. Courts in British Columbia will rely on the presence of ‘badges of fraud’, such as whether the...more
The construction industry is a cornerstone of Texas’s robust economy, and timely payments are critical for maintaining the health of this sector. To ensure that contractors, subcontractors, and suppliers are paid promptly for...more
Considering "good faith" clauses and comparing NEC's mutual trust and co-operation provision with JCT 2024's collaborative working provisions, first published in PLC. Originally published in PLC Construction - June 5,...more
The foundation of virtually every business and commercial transaction is a contract. It is difficult to imagine a transaction for the purchase or sale of goods, the merger or acquisition of a business, or the provision of...more
The Civil Transactions Regulation (the “CTR”) was promulgated on 18 June 2023 and entered into force on 16 December 2023. The CTR was conceived as one of four key reforms announced in February 2021 to enhance the general...more
It has been an open question for almost 20 years whether a misrepresentation constituting dol (essentially, fraud) could be made by silence alone in Jersey law. The issue has now been laid to rest following the Royal Court...more
This advisory discusses the recent case law developments on the express duty of "good faith" in English law and what they may mean within the context of commercial real estate....more
A relational contract containing a duty to act in good faith could not be implied to contradict express termination provisions....more
Originally published by the Daily Journal of Commerce on May 18, 2023. You will often see in construction contracts terms directing the contractor to use “best efforts” or “reasonable efforts” or “commercially reasonable...more
The courts of England are some of the most established fora for dealing with complex commercial litigation. The Civil Procedure Rules (CPR) that apply to English civil litigation, which govern every aspect of cases from...more
Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more
The right to rescind (or void) a contract is an extraordinary remedy. However, as franchise lawyers know, certain states provide franchisees a right to rescind a franchise agreement in certain situations, particularly where a...more
The Court of Appeal reiterates the importance of the specific context in interpreting contractual good-faith duties. English law does not include a general implied duty of good faith. However, the English courts are...more
The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more
The question of whether a solicitor’s retainer with its client includes an implied duty of good faith is to be answered by reference to the usual rules governing implied terms. The Court of Appeal found the client was under...more
Envision a scenario in which you purchased a right of first refusal for a parcel of real estate. That right, as bargained for, would let you purchase the parcel if it was put up for sale by matching any competing bidder’s...more
A recent High Court decision provides a helpful summary on using endeavours in the context of negotiations and doing so in good faith....more
David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more