Jurisdiction(s):
United Kingdom

Good faith obligations in English B2B contracts: drafting, negotiation, implied and express duties, agreements to negotiate, remedies, and interactions with variation, termination and dispute resolution clauses

Published by a LexisNexis Commercial expert

Practice notes

This Practice Note is a ‘how to’ guide on drafting and negotiating a good faith obligation in a commercial business-to-business (B2B) agreement which signposts relevant content.

It points to related materials on potentially relevant topics, such as the meaning of good faith, initial considerations, express and implied good faith duties, agreements to negotiate, remedies, companion clauses to evaluate and hands-on practical drafting tips. Distinct from the position in some legal systems, English law does not recognise a general obligation of good faith for commercial dealings. The parties can, however, expressly stipulate in their contract that one or both of them must act in good faith in carrying out a specified task. Such a commitment can be framed as a mutual covenant or imposed on a single party only. In the absence of an express good faith term, a party may contend that a duty of good faith should be implied. The area is shaped by case law and remains in development. There are several factors to weigh when drafting and negotiating whether to include, limit or exclude a good faith requirement. This How to Guide provides a succinct, high-level overview of the drafting and negotiation of good faith obligations and...

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Web page updated on 22/05/2026

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