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Lessons to be Learned from the European View of Good Faith
The concept of good faith is firmly established in the civil law jurisdiction of the European Union (EU), although it manifests itself in different forms in each of them, despite the influence of both the German and French law.
Although common law lawyers may not like it, the traditional idea that good faith is not part of common law business-to-business contracting is now outdated, be it in England, Ireland, Australia or the United States. An implied concept of good faith is steadily gaining recognition as a legally binding concept and independent cause of action in common law systems during the performance phase of contracts, particularly long term relational agreements such as franchise agreements.
Where good faith is treated as a legally binding, independent cause of action, it may involve different behaviors in different contexts, such as fair dealing, transparency and honesty. The Yam Seng Limited v. International Trade Corporation Limited, [2013] EWHC 111 (QB), case in England draws together the different strings making the law on good faith more coherent, and perhaps offering some lessons for U.S. Legislators. In Yam Seng , the Singapore-based company Yam Seng entered into an exclusive distribution agreement with International Trade Corporation (ITC), an English company, to market soccer club Manchester United branded toiletries to duty-free outlets in Asia and the Middle East. Unfortunately, the relationship was far from successful and the judge held that ITC's CEO misled Yam Seng about legal, commercial and logistical issues and repeatedly missed deadlines for supplying products to Yam Seng. He made promises which he knew to be unachievable, undercut prices agreed with Yam Seng and provided information that the judge held to be false. Yam Seng terminated the agreement and sued ITC for damages for breach of contract and misrepresentation.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.