Glossary
Good faith
good faithGood faith, in English commercial law, is honesty and not undermining the deal you have just made. There is no general implied duty of good faith in every contract. Some long-term relational contracts can carry one: Yam Seng Pte Ltd v International Trade Corp [2013] EWHC 111 (QB). If you want the duty, write it, and say what it requires.More in the glossary, in English commercial law, is honesty and not undermining the deal you have just made. There is no general implied duty of good faith in every contract. Some long-term relational contracts can carry one: Yam Seng Pte Ltd v International Trade Corp [2013] EWHC 111 (QB). If you want the duty, write it, and say what it requires.
Last updated 28 October 2026
English law is not a good-faith system in the civilian sense. Mid Essex Hospital Services v Compass [2013] EWCA Civ 200 is the caution: an express duty will be given the content you wrote, not a free-floating fairness overlay. Yam Seng found an implied duty in a long-term distribution relationship. Most one-off freelance papers will not attract that implication.
If a client asks for “good faith” in a negotiation clause, we write what it means: timely information, no secret undercutting of a named process, honest estimates. Lex will not drop an undefined good-faith sentence next to a hard termination for convenience right — those two fight. Either the right is free, or the duty constrains how you use it. Say which.
Does English law imply good faith?
Not into every contract. It can be implied into a relational, long-term bargain where the parties must cooperate and share information, following Yam Seng. A one-off statement of work with a clear spec usually does not need the implication and will not get it.
Should we write an express duty?
Only if you can say what it requires. “The parties will act in good faith in the change-control process” plus three concrete steps is usable. “The parties will act in good faith in all matters” is how a later dispute becomes a morality play. Mid Essex warns against a duty with no content.
How does it sit with an entire agreement clause?
An entire agreement clause does not stop an implied good-faith term if the relationship is the Yam Seng kind, and it does not strip an express one. It does stop you relying on a pre-contract “we’ll look after each other” speech as a term. Put the duty in the paper if you want it.
Can good faith block a termination right?
An express, unconditional termination for convenience right is hard to read down. Some clauses say the right must be exercised in good faith; that is a real limit. If you want a free walk-away, do not add good faith to that sentence. If you want a fair walk-away, define the fairness.
A worked example
A two-year retainer says each party will act in good faith when scoping a change order: they will share a written estimate within five business days and will not withhold a known dependency. That is an express, bounded duty. The same paper gives either side a 30-day convenience termination with no good-faith gloss. The studio can end the retainer on notice; it cannot sit on a change-order estimate to force a price.
How it shows up in a contract
Sample wording · our own drafting
In the change-control process only, each party will act in good faith, meaning it will share information it knows is material to the estimate and will not delay a response beyond five Business Days. This clause does not qualify any termination right. English law does not imply a general duty of good faith into this agreement.
In Plain English
When we price a change, we tell each other what we know and we reply within five working days. That is the only good-faith duty. It does not limit the right to end the contract on notice.
Common mistakes
- Dropping “the parties shall act in good faith” across the whole paper with no content.
- Adding good faith to a termination for convenience right you meant to be free.
- Assuming Yam Seng implies the duty into every freelance job. It does not.
- Relying on a pre-contract “we’ll be fair” speech against an entire agreement clause.
Frequently asked questions
What is good faith in a contract?
Honesty and not undermining the deal. English law does not imply it into every contract. If you want it, write what it requires.
Does English law imply good faith?
Not generally. Yam Seng [2013] EWHC 111 (QB) found it in a long-term relational contract. A one-off job usually will not attract the implication.
Should we write an express duty?
Only if you can say what it requires. An undefined sentence is how Mid Essex [2013] EWCA Civ 200 is cited against you.
How does it sit with an entire agreement clauseAn entire agreement clause says the signed contract is the whole deal and replaces earlier emails, proposals, pitch decks and conversations. In England and Wales it stops those earlier words becoming extra terms. It does not, by itself, give a licence to mislead: claims in fraud still sit outside it, and non-reliance wording is read against the Misrepresentation Act 1967.More in the glossary?
Put the duty in the paper if you want it. The entire-agreement clause will not save a vague pre-contract speech. See /glossary/entire-agreement-clause.
Related
The legal wording governsLast reviewed 28 October 2026Pending lawyer review