Law Commons^™

Of Links And Legal Merits: Good Faith In The Statutory Derivative Action In Singapore, Pearlie M. C. Koh

Research Collection Yong Pung How School Of Law

An applicant for leave to bring a statutory derivative action in Singapore is required to satisfy the court as to, inter alia, his good faith. Although the statutory language places the burden of doing so on the applicant, Singapore courts have tended to assume the presence of good faith if the claim is a legitimate one. This approach, which denigrates the requirement of good faith, was recently disapproved by the Singapore Court of Appeal. This notwithstanding, subsequent cases have reverted to the earlier position, casting doubt on the utility of the requirement. This paper considers good faith, and argues that …

Good Faith: Helping Commercial Parties Or Creating An Unnecessary Burden?, Ee-Ing Ong

Research Collection Yong Pung How School Of Law

One of the challenges facing Asian legal systems in the coming years is whether the courts should impose a general duty of good faith in contracts. The doctrine of good faith has been making inroads in various common law jurisdictions, most recently in Canada where the Supreme Court held in Bhasin v. Hrynew, 2014 SCC 71 that there was a duty of honest performance in all contracts. The idea behind imposing a duty of good faith in all contracts is to ensure that parties essentially “play fair” in contract negotiations and/or performance. However, is such a duty really necessary for …

Delaware’S Implied Contractual Covenant Of Good Faith And “Sibling Rivalry” Among Equity Holders, Daniel S. Kleinberger

Faculty Scholarship

An obligation of good faith and fair dealing is implied in every common law contract and is codified in the Uniform Commercial Code (“U.C.C”). The terminology differs: Some jurisdictions refer to an “implied covenant;” others to an “implied contractual obligation;” still others to an “implied duty.” But whatever the label, the concept is understood by the vast majority of U.S. lawyers as a matter of commercial rather than entity law. And, to the vast majority of corporate lawyers, “good faith” does not mean contract law but rather conjures up an important aspect of a corporate director’s duty of loyalty.

Nonetheless, …

Equity And Corporate Law, Mark J. Loewenstein

Publications

The article explores the continuing relevance of the 1991 Delaware Supreme Court decision in Schnell v. Chris-Craft Industries, Inc., in particular the extent to which evolving concepts of good faith have, or should, displace the free-wheeling equity doctrine of Schnell.