Fair dealing (Commercial) meaning

Westfields Homes Ltd and another v Keay Homes (Windrush) Ltd [2020] EWHC 3368 (Ch) What are the practical implications of this case? The ruling applies settled doctrines within a well‑known commercial setting. Two points merit attention. First, duties to act in good faith and in the spirit of the bargain derive their content from the other express provisions of the contract. As Lady Justice Arden explained in Re Coroin Ltd (No 2) [2013] EWCA Civ 781, [2013] 2 BCLC 583 (at [50]–[53]), such duties cannot widen a party’s commitments because, absent explicit direction in the agreement, the court lacks any standard by which to police the obligation. The practical effect of a clause of this kind is to demand performance aligned with the parties’ common objectives when they entered the deal; it is ‘no more than a reflection of the interpretative process or of implying terms’. Nevertheless, an obligation to act in good faith obliges the parties to meet reasonable commercial norms of fair dealing (see paras [28]–[32]...

In this issue: Public procurement Brexit headlines Brexit SIs Post-Brexit transition guidance Constitutional and administrative law Equality and human rights Subsidy control and state aid State security and intelligence Other Public Law updates Management and strategic planning Daily and weekly news alerts Dates for your diary Trackers New and updated content Useful information Public procurement Cabinet Office announces 28 October 2024 as provisional go-live date for procurement regime The Government Commercial Function (GCF) has set 28 October 2024 as the intended ‘go-live’ for the new procurement regime. The timing will be confirmed by commencement regulations, which the GCF expects to be made in May 2024. Procurements begun under the existing rules will still be governed by that legislation. This notice starts a six‑month preparation window; during it, a comprehensive learning and development programme will be issued to help professionals implement the reforms. Alongside material already available, further guidance...

What are the practical implications of this case? In this case, the franchise contracts were exceptionally burdensome and out of the ordinary; the court held that, given their particular characteristics and context, they carried implied obligations of good faith and of trust and confidence. The franchisor’s actions broke those implied duties, permitting franchisees to validly regard their agreements as terminated, namely: aggressive and intimidatory behaviour, arbitrary decision-making, a lack of transparency. This does not mean that every franchise contract will receive the same treatment. The ruling emphasises the need for ethical franchise documentation that accords with the British Franchise Association Code of Ethics, which requires prospective franchisees to seek suitable independent legal advice before signing, and obliges franchisors to deal rationally and fairly with their network. What was the background? The central issue was whether the franchise agreements between the 20 claimants (driving-instructor franchisees) and the defendant (a driving-school franchisor) contained an implied duty of good...

STOP PRESS : This Practice Note mirrors the law as it stands; nevertheless, be aware that aspects will be affected by the Digital Omnibus proposals issued on 19 November 2025 under the Commission’s ‘simplification’ programme. For more detail, see Practice Note: EU Digital Omnibus—tracker. Regulation (EU) 2019/1150 (OJ L 186/57) — promoting fairness and transparency for business users of online intermediation services and corporate website users of online search engines — also called the EU Platform‑to‑business (EU P2B) Regulation, has applied directly across EU Member States since 12 July 2020. This Practice Note outlines the duties placed on platform providers and online search engine providers by the EU P2B Regulation and addresses: Background Scope—who the EU P2B Regulation applies to At‑a‑glance—platform providers’ obligations under the EU P2B Regulation At‑a‑glance—OSEs’ obligations under the EU P2B Regulation What must platform providers do? Required content for platform providers’ terms and conditions Fair dealing between platform providers and business users Handling complaints...

Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services and corporate website users of online search engines Often called the EU Platform-to-business Regulation (EU P2B Regulation), Regulation (EU) 2019/1150 took effect on 31 July 2019. It was created to integrate the online platform economy into the EU Digital Single Market strategy and to recognise the pivotal part played by online intermediation services (platforms) in enabling access to cross-border markets throughout the EU. While the UK remained an EU Member State, the EU P2B Regulation applied directly and continued to do so until the Brexit implementation period ended at 11 pm on 31 December 2020. From that moment, Retained Regulation (EU) 2019/1150—referred to domestically as the UK Platform-to-business Regulation (UK P2B Regulation)—became part of the body of retained EU law (REUL) in the UK under the European Union (Withdrawal) Act 2018. This retained regime has been amended by the Online Intermediation Services for Business Users (Amendment) (EU Exit) Regulations 2020, SI 2020/796...

ARCHIVED : This archived Practice Note compiles major dispute resolution (DR) appeals and notable appellate rulings in general civil litigation in England and Wales from 2024 to date. It also highlights key forthcoming appeal matters (to support horizon scanning) together with reported judgments delivered in the Supreme Court, Court of Appeal, Competition Appeal Tribunal, Judicial Committee of the Privy Council (the Privy Council), Court of Justice of the European Union (Court of Justice), and the European Court of Human Rights (ECtHR). Links are provided to the judgment and any bespoke News Analysis to aid understanding of the principles engaged and the impact of the decisions. It is not maintained and is offered for background use only. For details of key DR appeals from 2025 to date, see Practice Note: Dispute resolution: key appeal cases—2025 [Archived]. This Practice Note has two parts intended to help dispute resolution practitioners remain informed about developments in case law affecting their practice, or civil litigation procedure more generally: selected forthcoming...