Good faith meaning

Basic terms At the outset, assess whether overage suits the transaction. Your client might be better protected by agreeing a higher purchase price or by entering into a conditional contract instead. Overage provisions can be intricate and expensive to negotiate. If overage is to be applied, consider when the seller expects or hopes to receive a further payment and how the buyer could avoid activating the overage. Ensure the overage includes clear definitions of: the overage period (note that, from 6 April 2010, the rule against perpetuities does not apply to most commercial interests and, if no overage period is specified, there is a risk the arrangement could be perpetual) the property that will be subject to the overage any individual units to be sold or constructed, making clear whether parking spaces and other ancillary areas form part of a unit for the overage calculation Include a ‘good faith’ clause, as this may help if the buyer does something unexpected to...

Pre-emption period Ensure the agreement specifies a defined period during which the buyer enjoys the benefit of the right of pre-emption, with that entitlement confined to the stated timeframe. Trigger event Consider whether the event that obliges the seller to offer the property to the buyer (often captured by the definition of ‘Disposal’) is drawn too broadly. For example, will granting a lease at a rack rent set off the pre-emption right? Many sellers regard such lettings as simple upkeep of their investment in the property. Also think about carving out from ‘Disposal’ (or the pre-emption trigger) a contract for sale of the property that is conditional upon the right of pre-emption being exhausted. This can assist a landowner when concluding a sale with a third party, particularly where it is plain that the buyer has no intention of exercising the option. Avoid phrasing the trigger as arising when the seller ‘proposes to dispose’ of the property, as that may merely invite a dispute about precisely when...

Basic terms At the outset, assess whether an overage arrangement is right for the deal. Your client might be better served by agreeing a higher purchase price or entering into a conditional contract instead. Overage provisions can be intricate and costly to negotiate. If overage will apply, check that the terms reflect the buyer’s intended use of the site. the overage period (note that, from 6 April 2010, the rule against perpetuities does not apply to most commercial interests and, if no period is specified, there is a risk the agreement could be perpetual) the property that will be subject to the overage any individual units to be sold or built, making clear whether parking spaces and other ancillary areas are included within a unit for the overage calculation Include a ‘good faith’ clause, as this may help in the event of a dispute...

Emagine Films Ltd v Mister Smith Entertainment Ltd and another company [2019] EWHC 2085 (Ch) (30 July 2019) What are the practical implications of this case? This decision underlines how difficult it is to legislate for every eventuality in preliminary papers for complex deals, and how implied terms can be used to address unforeseen gaps. An unanticipated issue arose after the term sheet was signed: the producer declined to accept terms consistent with those originally contemplated. The problem did not lie in the term sheet anticipating further formal documentation; that feature did not, by itself, render the arrangement uncertain or ineffective. Rather, the difficulty stemmed from the producer’s refusal to agree to fundamental matters that both Mister Smith and Emagine had assumed would be accepted. In those circumstances, the court was willing to imply a term that brought the term sheet contract to an end. The outcome illustrates that, where expectations central to a term sheet are not met, an implied term may operate to terminate the...

See Q&A: Can an executor make a deduction from a residuary beneficiary’s share in respect of loss that the residuary beneficiary has caused to the estate without an order of the court? Acting as an executor is a weighty responsibility and brings potential personal exposure and risk, alongside a considerable administrative burden, although this may at times be delegated to a solicitor appointed by the executor. Executors hold both common law and statutory powers and duties. The common law powers are fiduciary in character and therefore may only be exercised for the benefit of the estate as a whole and in good faith. Specific fiduciary responsibilities include the duties: ...

In this issue: Repairing obligations and dilapidations Trespass and adverse possession Service charges Residential tenancies Disputes and remedies Rent and rates Easements and covenants Property disputes in Scotland Additional Property Disputes updates LexTalk® Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Repairing obligations and dilapidations Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower (Grey GR Ltd Partnership v Edgewater (Stevenage)) In Grey GR Ltd Partnership v Edgewater (Stevenage) [2025] Lexis Citation 276, the Upper Tribunal (UT) rejected the respondents’ appeal against the First-tier Tribunal’s (FTT) grant of a remediation contribution order under section 124 of the Building Safety Act 2022, made against 75 respondents. Marcus Birch of BCLP reviews the decision. See News Analysis: Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower. High Court held progressive failure of window seals constituted disrepair (Better...

This Practice Note sets out how to initiate arbitration under the 2021 International Chamber of Commerce (ICC) Rules of Arbitration (ICC Rules). The ICC Rules govern any ICC arbitrations begun on or after 1 January 2021, unless the parties expressly agree that an earlier version will apply. For an overview of the 2021 ICC Rules, see Practice Note: ICC (2021)—introduction to the ICC and arbitration under the ICC Rules. For guidance on the 2017 and 2012 ICC Rules, see: ICC arbitration—overview. Prior to commencing an arbitration pursuant to the ICC Rules When a dispute arises, it is crucial for parties and their advisers to check the dispute resolution clause in the relevant contract. If it provides for arbitration under the ICC Rules, at the outset the parties should consider, among other points: any limitation period (whether contractual or statutory) by which the arbitration must be commenced. For more detail under English and Welsh law, see Practice Note: Limitation periods in arbitration (England & Wales) ...

This Practice Note distils cases pertinent to claims against directors. It illustrates the wide spectrum of actions and questions that may surface in director-focused proceedings, with an emphasis on decisions from February 2026 onwards. For digests of rulings before 2026, see Practice Note: Claims against directors—key and illustrative decisions [Archived]. For guidance on the principal heads of claim relevant to director disputes, and the practical points worth addressing at the outset of any claim against a director, see Practice Note: Claims against directors—key considerations for dispute resolution practitioners. Case details and analysis Court of Appeal: South Bank Hotel Management Company Limited v Galliard Hotels [2026] EWCA Civ 56 — News Analysis: Conversion under section 21(1)(b) of the Limitation Act 1980 and good faith pursuant to section 44(5) of the Companies Act 2006 (South Bank v Galliard) — Judgment date: 6 February 2026 Chancery Division (Business List): South Bank Hotel Management Company Limited v Galliard Hotels [2024] EWHC 2482 (Ch) — Judgment date: 14 October 2024...

Practice Note This Practice Note consists of two strands created to help dispute resolution practitioners remain up to date with developments in case law that affect their field, or which influence civil litigation procedure more generally: selected forthcoming appeals to the Supreme Court are highlighted below; see Key forthcoming appeals to the Supreme Court—2022 summaries of significant appeal decisions in England and Wales (ie rulings of the Court of Appeal and Supreme Court and, where appropriate, certain judgments of the Competition Appeal Tribunal, Judicial Committee of the Privy Council, Court of Justice of the European Union), and ECtHR, which we have covered; see: Key forthcoming appeal cases—2022 You can navigate this content using the table of contents in the left-hand margin. Alternatively, search this tracker using [CTRL]+[F]. This material is not intended to be a comprehensive register of every appeal or major decision relevant to dispute resolution practitioners. Key forthcoming appeals to the Supreme Court—2022 Tort and negligence ...

Date [ date ] Parties [ name of Seller ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Seller) [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Buyer) 1 Definitions Within this Deed, the terms below have the following meanings: Apportioned Price • an amount derived using the formula: (A/B) x C Where: ‘A’ is the gross area in [ acres OR hectares ] of the property included in the Current Disposal ‘B’ is the gross area in [ acres OR hectares ] of the Property in its entirety ‘C’ is the Purchase Price; Base Value • (a) where the Current Disposal is solely Untriggered Property: i the Purchase...

Definitions Core expressions include Additional Service, Anti-bribery Laws (including BA 2010), Codes of Practice, Legislation, Occupier, Occupation Agreement, Services, Termination Event, VAT and Working Day. Appointment and Duties The Owner appoints an independent Property Manager to provide the Services with appropriate skill, care and diligence, in line with good estate management and the Codes of Practice, always acting in the Owner’s best interests. Authority and Fees The Property Manager may act for the Owner within approved limits, engage specialists where reasonably necessary, and must obtain consent for material matters. Fees track recoverable service charge provisions; Additional Services are separately agreed and all fees are subject to VAT against a valid invoice. Insurance and Liability The Property Manager maintains professional indemnity and public liability insurances and indemnifies the Owner for losses arising from any breach, negligence, misconduct or default. Termination and Handover The Owner may terminate on a Termination Event. Upon ending, the Property Manager must transfer accounts, documents and information, assign...

What are bribery and corruption? Corruption, in broad terms, is the misuse of entrusted power through dishonest conduct to secure personal or commercial benefit. Bribery is a form of corruption and, in a business setting, refers to any advantage—financial or otherwise—offered or accepted with the aim of rewarding or prompting the improper performance of a public, business or employment-related task. Performance is improper where there is an expectation that the activity will be undertaken in good faith, yet it is carried out in a way that breaches that expectation. What are the four offences under the Bribery Act 2010 (BA 2010)? BA 2010 sets out four principal bribery offences: bribing another person requesting or accepting a bribe bribing a foreign public official failing to prevent bribery (this applies only to businesses) Who can be involved in bribery? Bribery can be carried out by individuals, corporate entities and their officers, as well as by foreign public officials...

If a lease was granted at undervalue, you are the 3rd owner, and you knew it was at undervalue, if creditors ask for an order returning the property to the original owner you cannot claim relief? Transactions at an undervalue (TUVs) are regulated by the Insolvency Act 1986 (IA 1986). The relevant provisions are: sections 238, 240 and 241 of the IA 1986 for companies sections 339 to 342 of the IA 1986 for individuals These powers are available to trustees in bankruptcy, liquidators (in both compulsory and voluntary liquidations), and administrators. They permit the office-holder to review dealings made by the insolvent person or company in the lead-up to insolvency and to assess whether assets should be recovered for the insolvent estate. In particular, an order under: section 241 of the IA 1986 (for companies), or section 342 of the IA 1986 (for individuals) cannot be made against the other party to a...

For information: on information and consultation duties under the Transfer of Employment (Protection of Employees) Regulations 2006 (TUPE 2006), SI 2006/246, see Practice Note: TUPE—information and consultation on TUPE protection from dismissal, see Practice Note: TUPE—protection against dismissal on unfair dismissal claims generally, see Practice Note: Entitlement to claim unfair dismissal on reasons that make a dismissal automatically unfair (no qualifying period), see Practice Note: Automatically unfair reasons and Checklist—unfair dismissal claims requiring no minimum qualifying period A dismissal is automatically unfair under ERA 1996, s 104(1) where the reason, or main reason, is that the employee brought proceedings to enforce, or alleged an infringement of, a relevant statutory right. The two-year qualifying period does not apply where s 104(1) (read with ss 104(2)-(3)) applies (s 108(3)(g)). Relevant statutory rights appear in s 104(4), including rights conferred by TUPE 2006 (s 104(4)(e)). It does not matter whether the right exists or has in fact been breached, provided: the...

In such circumstances, the basis for relief would more probably be mistake or misrepresentation, rather than a breach of contract on these facts...