Jurisdiction(s):
United Kingdom

Key definition

Good faith definition

What does Good faith mean? Good faith describes honest, fair and co‑operative conduct in forming and performing agreements, going beyond simply avoiding deceit. In the UK and Ireland it is a cross‑cutting concept, not a single universal duty. In England and Wales and Northern Ireland, there is generally no overarching implied duty of good faith. The concept operates through express clauses to act in good faith (enforceable if sufficiently certain), implied obligations in some long‑term relational contracts to act honestly and not undermine the bargain, and targeted statutes. Clauses to negotiate in good faith are usually unenforceable for uncertainty, although clear, time‑limited exclusivity/lock‑out agreements can be. Scots...

Good faith in construction contracts: express NEC/JCT 2024/CIOB obligations, implied duties in relational contracts, and key case law from Yam Seng to Van Oord

Published by a LexisNexis Construction expert

Practice notes

This PrACTice Note explores whether, and in what circumstances, a Duty of good faith can be implied into a construction Contract, and reviews standard form construction agreements that include express commitments to act in Good faith, together with the impact of those clauses on the parties’ obligations. English law, unlike many other legal systems, has long rejected any overarching duty of good faith. Such a duty arises only in narrow classes of contractual agreement, for example certain insurance and employment contracts, and in fiduciary settings. Accordingly, a universal obligation to act in good faith will not, as a rule, be implied into a construction contract in most cases. While various standard forms do contain wording requiring parties to act in a spirit of good faith, the likely consequence, as discussed in this Practice Note, is that any effect on the parties’ obligations will be limited. The decision in Yam Seng appeared to hint at a broader move towards implying a general duty of good faith into commercial contracts, obliging parties to act in good faith...

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Web page updated on 29/05/2026

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