KluwerLawOnline.com - Business Law Review

Good Faith in English Commercial Agreements, and Breach of Implied Terms in Relational Contracts

Sun, 15 Mar 2026 00:01:06 GMT

The English law’s relationship with the doctrine of good faith in contracts has undergone a process of transformation. Whilst there is no general duty of good faith in English contract law, such an obligation has been found to exist in commercial contracts both by its inclusion as an express term, and also by implication. There are both express and implied contractual obligations to act in good faith, and their breach can set forth different remedies in law. There is an inherent doctrinal problem in the courts that have interpreted the relational contracts as being capable of implying a good faith clause. In Yam Seng Pte v. International Trade Corp ([2013] EWHC 111 (QB), [2013] 1 All ER (Comm) 132) it was held that English law recognizes a duty of good faith in relational contracts and by implication in all commercial contracts. The question is whether the elements of a business contract have implied terms, such as bargaining clauses, business efficacy and reasonableness in order to give rise to a duty of good faith. This paper considers the duty of good faith in the commercial contracts in order to evaluate as to when it is in required in a breach of contract, and if it can be invoked when there is an express or implied duty of good faith, that has led to an unfair outcome.

Volume 47 Online ISSN 0143-6295

Reimagining Treaty Interpretation: The Growing Influence of Human Rights in International Investment Law

Sun, 15 Mar 2026 00:01:06 GMT

The existing global investment regulatory framework consists of human rights responsibility areas requiring essential progress for implementation of enforcement as well as judicial systems. Judicial along with state practices relating to human rights factors come under analysis through legal studies about human rights access in international investment law when investment treaty provisions undergo interpretation in investor dispute resolution systems. The study evaluates human rights standards which concern health rights and property rights and labour rights and environmental rights by analysing legal academic research and international treaty provisions regarding their implementation within investment arbitrations. States retain their fundamental human rights responsibilities toward investors despite the current investor protections related to fairness and expropriation which still apply. The recognition of human rights protection in the investment law remains incompatible due to the provisions found in international treaties, which interconnect with international human rights standards in tribunal decisions. The paper introduces synthetic recommendations to establish legal ties between public interest areas through enhanced treaty wording and extended assessment techniques for non-investor groups during dispute resolution system reforms to safeguard investment protection dignity. By applying these methods both social justice principles and human dignity standards gain thorough protection.

Volume 47 Online ISSN 0143-6295

The Complex Application of Article 11 of the Insolvency Directive and How the Cram Down Tool Has Been Transposed into the Italian and Romanian Legal Systems

Sun, 15 Mar 2026 00:01:06 GMT

This paper explores the intricate application of Article 11 of the Insolvency Directive concerning the utilization of cram-down tools within the insolvency frameworks of Italy and Romania. The directive aims to harmonize insolvency laws across the European Union, facilitating efficient restructuring processes while safeguarding the interests of creditors and debtors alike. Article 11 introduces the ‘cram-down’ mechanism, empowering courts to approve a restructuring plan even if not all creditors consent, under certain conditions. This paper delves into how Italy and Romania have transposed this provision into their legal systems, highlighting the similarities and disparities in implementation. It examines the procedural requirements, creditor protections, judicial discretion, and the impact on restructuring dynamics in both jurisdictions. By analysing case law, legislative texts, and scholarly commentary, this essay offers insights into the effectiveness and challenges of integrating cram-down tools into the Italian and Romanian insolvency regimes, shedding light on broader implications for European insolvency law harmonization.

Volume 47 Online ISSN 0143-6295

Book review: From Utmost Good Faith to Algorithmic Faith in Marine Insurance. A ‘Blue IT’ Perspective, by Pierre de Gioia Carabellese. (1st Edition. Roma: Studium Edizioni. 2022)

Sun, 15 Mar 2026 00:01:06 GMT

Volume 47 Online ISSN 0143-6295