Contract Law Essay

1. Introduction

This paper is aimed at carrying out a comparative study of contract law in its broad sense in relation to the principle of good faith in the perspective of English Law as opposed to French Law. We begin by providing a general overview of contract law and later on concentrate on the principle of good faith as used in contract law in both countries.

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2. Contract Law.

The law of contract is a discrete branch of law within the general law of a society[1]. In the United States, contract law is made largely by the legislatures and the courts of each of the fifty states, rather than by the federal government[2]. The early American law of contract was mostly imported from England in the form of “common law” made by judges deciding disputes between particular parties[3]. These judges set forth their decisions and their reasoning in judicial opinions, which then became precedents for future similar cases[4]. In colonial times and in nineteenth-century America, the judges often had to travel to the locales of disputes by horseback[5]. Many of them carried in their saddlebags English treatises such as William Blackstone’s Commentaries of the Law of England (1765)[6]. The early American law of contract often consisted largely of efforts to apply the principles of the English common law of contract. Eventually, each state judiciary came to develop its own body of contractual common law, and judges began the practice of borrowing from earlier opinions of judges in sister states[7].

2.1 Requirements for a Contract

A contract is a legally binding agreement[8]. An agreement arises as a result of offer and acceptance, but a number of other requirements must be satisfied for an agreement to be legally binding. These requirements according to Martin and Law[9] include the following:

(1) There must be a consideration. (unless the contract is by deed).

(2) The parties must have an intention to create legal relations. This requirement usually operates to prevent a purely domestic or social agreement from constituting a contract

(3) The parties must have capacity to contract.

(4) The agreement must comply with any formal legal requirements. In general, no particular formality is required for the creation of a valid contract. It may be oral, written, partly oral and partly written, or even implied from conduct. Certain transactions are, however, valid only if effected by deed (e.g. transfers of shares in British ships) or in writing (e.g. promissory notes, contracts for the sale of interests in land, and guarantees that can at law only be enforced if evidenced in writing).

(5) The agreement must be legal.

(6) The agreement must not be rendered void either by some common-law or statutory rule or by some inherent defect, such as operative mistake. Certain contracts, though valid, may be liable to be set aside by one of the parties on such grounds as misrepresentation or the exercise of undue influence[10].

An offer is an indication of willingness to do or refrain from doing something that is capable of being converted by acceptance into a legally binding contract[11]. It is made by an offeror to an offeree and is capable of acceptance only by an offeree who knows of its existence (Taylor v Allon [1966] 1 QB 304)[12]. Thus, a person giving information cannot claim a reward if he did not know that a reward was being offered. An offer must be distinguished from an invitation to treat, which is an invitation to others to make offers, as by displaying goods in a shop window (Gibson v Manchester City Council [1979] 1 WLR 294 (CA); Fisher v Bell [1961] 1 QB 394)[13]. It must also be distinguished from a declaration of intention, which is a mere statement of intent to invite offers in the future, as by advertising an auction[14]. For an offer to be legally binding by acceptance, it must be made in contemplation of legal consequences; a mere statement of intention made in the course of conversation will not constitute a binding contract, although acted upon by the party to whom it was made[15]. For example, in a old case, the defendant said, in conversation with the plaintiff that he would give to him £100 who married his daughter with his consent[16]. The plaintiff went ahead and married the defendant’s daughter and later on brought an action on the alleged promise[17]. It was held that it is not reason that the defendant ‘should be bound by general words spoken to excite suitors[18]’.

Acceptance refers to the agreement to the terms of an offer that, provided certain other requirements are fulfilled, converts the offer into a legally binding contract[19]. If the method by which acceptance is to be signified is indicated by the offeror, that method alone will be effective (Holwell Securities Ltd v Hughes [1974] 1 WLR 155 (CA)). If it is not, acceptance may be either express (by word of mouth or in writing) or inferred from the offeree’s conduct; for example, if he receives goods on approval and starts to make use of them[20]. The acceptance must always, however, involve some action on the part of the person to whom the offer was made: the offeror cannot assert that his offer will be treated as accepted unless the offeree rejects it. The validity of an acceptance is governed by four principal rules[21]:

(1) It must take place while the offer is still in force, i.e. before it has lapsed or been revoked.

 (2) It must be on the same terms as the offer. An acceptance made subject to any variation is treated as a counteroffer.

(3) It must be unconditional, thus an acceptance subject to contract is not a valid acceptance.

(4) It must be communicated to the offeror. Acceptance by letter is treated as communicated when the letter is posted (Adams v Lindsell (1818) 1 B ; Ald 681, 106 ER 250), but telex is equated with the telephone, so that communication takes place only on receipt (Entores Ltd v Miles Far East Corp [1955] 2 QB 327)[22]. However, when the offer consists of a promise to confer a benefit on whoever may perform a specified act, the offeror waives the requirement of communication as a separate act.[23] If, for example, he offers a reward for information, a person able to supply the information is not expected to accept the offer formally[24]. The act of giving the information itself constitutes the acceptance, the communication of the acceptance, and the performance of the contract (New Zealand Shipping Co Ltd v Satterthwaite (AM) ; Co Ltd [1975] AC 154 (PC)).[25]

Cconsideration refers to an act, forbearance, or promise by one party to a contract that constitutes the price for which he buys the promise of the other (Dunlop v Selfridge [1915] AC 847 (HL)).[26]

Consideration is essential to the validity of any contract other than one made by deed. Without consideration an agreement not made by deed is not binding; it is a nudum pactum (naked agreement), governed by the maxim ex nudo pacto non oritur actio (a right of action does not arise out of a naked agreement). The doctrine of consideration is governed by four major principles[27]:

(1) A valuable consideration is required, i.e. the act, forbearance, or promise must have some economic value. Good consideration (natural love and affection or a moral duty) is not enough to render a promise enforceable (Thomas v Thomas (1842) 2 QB 851, 114 ER 330).
(2) Consideration need not be adequate but it must be sufficient. Not to be adequate in this context means that it need not constitute a realistic price for the promise it buys, as long as it has some economic value. If X promises to sell his £250,000 house to Y for £25,000, Y is giving valuable consideration despite its inadequacy. £1 is often the consideration in commercial contracts. That it must be sufficient means sufficient in law. A person’s performance of, or promise to perform, an existing duty usually cannot in law constitute consideration (Stilk v Myrick (1809) 2 Camp 317, 170 ER 1168; Williams v Roffey Bros & Nicholls (Contractors) Ltd [1990] 1 QB 1 (CA)).

(3) Consideration must move from the promisee. Thus if X promises to give Y £1000 in return for Y’s promise to give employment to Z, Z cannot enforce Y’s promise, for he has not supplied the consideration for it.

(4) Consideration may be executory or executed but must not be past. A promise in return for a promise (as in a contract of sale) is executory consideration; an act or forbearance in return for a promise (as in giving information to obtain a reward) is executed consideration. However, a completed act or forbearance is past consideration in relation to any subsequent promise. For example, if X gives information to Y gratuitously and Y then promises to reward him this is past consideration, which does not constitute consideration.

Proper law of a contract is the system of law that is applied in private international law to a contract with foreign elements. Which system governs the contract will depend on the intention of the parties to the contract, to be determined in each case by considering the terms of the contract, and all the surrounding facts[28]. If the parties have expressly agreed which law should govern the contract, that law will normally be applied by virtue of the Rome Convention (1980; in force from 1 April 1991)[29]. If, as is usual, they have not expressly agreed, the courts try to infer their intention from all the circumstances; if it cannot be inferred, they will apply the system of law with which the contract has “its closest and most real connection”[30]. In the UK the Rome Convention is implemented by the Contracts Applicable Law Act 1990[31].

3. Overview of the Principle of Good Faith

The principle of good faith has more that one meaning according to Beatson and Friedman[32]. According to Article 1.106 of the Principles of European Contract Law as stated in Teubner (1998)[33]:

1.                  In exercising his rights and performing his duties each party must act in accordance with good faith and fair dealing.

2.                  The parties may not exclude or limit this duty.

 Beatson and Friedman[34] examine one specific sense relating to remedies for the breach of contract. According to them the principle of good faith is the requirement of certain, usually minimal, restraints upon self-interest in deference to a much heavier interest of another party. This implies that a legal right or power is not to be used excessively or in an oppressive way, or for a purpose for what was not intended. [35] Excessive use refers to use which more than exceeds the requisite use necessary for the protection of one’s legitimate interest or for its legitimate exploitation, where such use leads to a less proportionate loss to another party.[36] For example in a case where a rescuer charges an exorbitant fee for his rescue services demonstrates the type of conduct which is contrary to the requirements of good faith in this sense.[37] Although the rescuer may be under no duty to perform the rescue services, exploiting the other party’s predicament so as to demand a more than proportionate charge for his services makes the contract voidable on the grounds of economic duress[38]. Despite the underlying principle of freedom of contract which grants authority to a person to freely demand payment for his services whatever price he deems fit, overcharging a party who is in urgent need of rescue services amounts to an excessive use (or abuse) of freedom of contract. [39]

            In addition, the exercise of one’s rights at the inconvenience of others is not in compliance with the requirements of good faith[40]. For example, if A refuses to sell his property to B or to allow B use it, all A has little need for the property and B could use it profitably, does not mean that A abused his legal right[41]. The requirements of good faith are more than the simple propositions outlined earlier.[42] Under certain circumstance as in the rescue case mentioned earlier, it can be a huge disproportion between one party’s legitimate interest and the other party’s desperate needs[43]. In other circumstances, the parties’ motives and conduct can be taken into account.[44] There are also instances in which, despite a great disproportion, between the values of interests, instances upon the rights representing the less valuable interest will be justified and vindicated.[45] To sum up much is dependent upon the nature of the parties’ conduct and the circumstances surrounding the creation of the situation in which one party became dependent upon the way in which the other party exercises his right[46].

            Demo et al[47] provides two notions in which good faith is used. Accordingly to them the two notions are referred in Italian Law as “buoana fede in senso soggettivo” (good faith in the subjective sense) and “bouna fede in senso oggettivo”. (good faith in objective sense[48]. According to the first notion, which deals with good faith in realistic sense it is defined as “not knowing that one is violating other people’s rights”[49]. Under such circumstances, a person who violates the rights (or the legitimate interests) of other people without being aware of that, enjoys a certain degree of protection by the law[50]. For example, in Italian Law, someone who possesses an item with the belief that he is the rightful owner is in a better position that the possessor who knows that the possession is against the law[51]. In like manner, when one person buys something from someone who is not the owner, and acquires the possession of the item with the belief that the seller was entitled to sell, then that person acquires the property of that thing. Conversely, should it turn out that the buyer bought the item with the knowledge that the seller was not the rightful owner, then it is assumed under Italian law and other code law countries that the buyer was not acting in good faith and thus the contract should not be treated as a legally binding contract[52].

            On the other hand, good faith in the objective sense is usually said to consist of the purely subjective state (a mental state) of an agent but in fact that the agent behaves correctly[53]. Good faith is therefore also said to be a standard of behaviour[54]. although this standard is usually though of as relating to legal rules only, it is not usually the case since it can also be referred to social norms and to reasonableness[55]. Good faith in the objective sense is the sense in which good faith (correctness) is required in the fulfillment of an obligation, in the negotiation of a contract, in the presentation of a contract[56].

            Following from above one can observe that both notions of good faith can be viewed as specific ways of protecting trust[57]. To be specific, good faith in the subjective sense can be viewed as a means of protecting situation-trust: the agent who sincerely believes that he is not violating other people’s rights (who trusts that there exists a legal situation which is favourable to what he is doing) enjoys a legal advantage that he would not have otherwise[58]. For example, lets consider a situation where someone offers documentation services and in the course of his services he is encountered by a customer who needs a document to be forged, if it can be established that the desk top publisher is not aware of the fact that forging documents is illegal then he can be protected by the law on the grounds that he was acting in good faith[59]. Under certain circumstances that protection is so strong that this person will obtain exactly those results which he would obtain if the situation he believes to exist was really there[60].

The aim of this paper is to carry out a comparative study of the application of the principle of good faith in English contract Law and the case of another country in this case France. This will enable the research gather relevant information so as to gain reasonable assurance as a basis for expressing an opinion as to whether it is possible for a judge to do justice by relying on the principle of good faith. Having said this, the study will now move on to discuss the principle of good faith from the English perspective.

Good faith in the objective sense on the contrary can be regarded as a means of protecting behaviour-trust since the agent may safely expect that his counterparty will behave correctly as the law protects such expectation[61]. In addition, one of the most important requirements of correctness is that one does not let down those who have put their trust in oneself[62]. Consequently, objective good faith requires, in many cases, that the trustee takes care to avoid damage to the truster, especially when the trustee’s behaviour induced the truster’s reliance[63].

3.1. Principle of Good Faith in the English Contract Law.

English law does not recognise a general duty to negotiate or to perform contracts in good faith[64]. For example it was held in Interfoto Picture Library Ltd v. Stilletto Visual Programmes Ltd, 1989 that though “English law has, characteristically, committed itself to no such overriding principle … [it] has developed piecemeal solutions in response to demonstrated problems of unfairness[65].” English legal writers hold that there is no duty of disclosure at the stage of contract negotiation, except in the case of fiduciary contracts[66] (e.g. insurance, sureteeship). However, where this amounts to fraudulent representation or negligent misstatement, a remedy would be available in tort[67].

Therefore under such circumstances, when negotiations have led to the conclusion of a contract, the silence of one party could be problematic for such party (who could be liable for damages and/or find the contract rescinded) where the information suppressed relates to a fact that is deemed to be an implied term[68]. Harrison[69] (1997) states that the duty of good faith or fair dealing as it applies in the formation of contracts of sale, is normally a twin duty of candour and accuracy[70]. This is the duty to give proper information or none at all about what is being sold in contracts outside the area of fiduciary contracts[71]. Harrison states that this is a presumption of law and operates both as an obligation in interpreting the contract and as an additional implied term where there are no relevant express terms to be interpreted[72]. She holds that it does not operate as regards matters, which it would be normal and possible for the buyer to investigate himself[73]. Most importantly, Harrison states that a pre-contractual breach of this duty has no effect unless a contract is made. Thus, the effect on the parties only occurs when a contract is made, but not if negotiations break down.[74] In the case of a sudden and unjustified rupture of negotiations or where the contract is not concluded because one of the parties had no real intention to contract, common law judges have also ingeniously provided a basis for recovery, without entering into the notion of good faith, by using the different notions of collateral contact, restitution and the law of torts[75]. In fact, Cohen [1995] affirms that the collateral contract and the tort of negligence currently serve as the main tools for imposing pre-contractual liability. According to Furmston et al[76] (1998) explains, whether or not common law courts ultimately embrace good faith, there is an inherent strength in the common law to police bad faith.

Therefore, there is no general positive duty of good faith imposed on the parties to a contract in the English law today although English merchant law, indeed, recognized the principle until in the 18th century of the Admiralty[77]. The utopian idea of the English common Law is that manners in business are oriented by a “rough and tough” rule and in accordance with this rules the Courts are used to taking a fairly extreme position on the duties of the parties to look after themselves and to stay, so to say, “on their own feet”[78]. The rule of equity, still sound and alive in the English law of remedies, still offered protection against the most harsh and tough situations[79]. The equitable remedy of Promissory Estoppel has not turned from being a shield into being a sword by chance[80]. It can offer enough protection against promise revocation or unjust withdrawal from negotiations[81]. However, during the period referred to as the Decline of Freedom of Contract (1870-1980) English law started to stress some pre-contractual duties between parties, and to elaborate new doctrines that could easily be brought under a good faith heading[82]. Consequently, a certain number of contractual relations has been added by good faith special duties[83]. Beside the uberrimae fidei contract (like in French law: insurance, company), that have always required an utmost duty of good faith, fiduciary relationships in general provide several instances of duties that in the civil world would be related to the good faith principle[84].

Family and professional-client relations (special relation or good faith relation) require duty of good faith and full disclosure[85]. Like is the case in France, Legal duties may arise between negotiating parties in tort: parties may owe duties of care to each other[86]. The English Courts are offering remedies to the party claiming a breach of good faith duties in a manner such that it is done without reference to the general principle of good faith[87]. This results to one’s inability to predict the legal outcomes of cases in the English Courts[88].

According to Weitzenböck[89] (2002), English Courts are read implied terms into a contract, adopting a standard of interpretation similar to the anti-formalistic approach used by other European courts in Germany, France, Italy in good faith cases. The absence of a general duty of good faith in the English common law, can probably be described as an illustration of English attitude to see the law as a self standing domain and a world distinct from business and politics[90]. Consequently, Judges do not like to wield the power to determine whether the parties have acted in good faith or not[91]. However, according to Jane Stapleton[92], even if English Lawyers do not call it good faith they believe in the need for legal doctrines that seek to temper the deliberate pursuit of self-interest in situations where the conscience is bound[93].

According to Teubner[94], the principle of good faith is irritating British Law. He claims that the continental principle of bona fides was transplanted by the infamous European Consumer Protection Directive in 1994 directly into British Law where it has caused a great deal of irritation[95]. This doctrine has been rejected by British Courts in several occasions treating it as a contagious disease of alien origin, as ‘inherently repugnant to the adversarial position of the parties’ and as ‘unworkable in practice’[96]. Although some advocates have expressed concerns over the important role of good faith in the English legal system, others have maintained the view that good faith could work practical mischief if ruthlessly implanted into the English Legal system[97].  As Teubner argues it:

“Will good faith, once transplanted, function as a successful transplanted be rejected by an immune reaction of the corpis iuris britanicum? Or will it function as a successful transplant interacting productively with other elements in the legal organism”[98]?

In the view of Teubner[99], interaction with good faith is a false dichotomy became the underlying metaphor of legal transplant, suggestive as it is, is in itself misleading. ‘Legal irritant’ expresses things better than ‘legal transplant’[100].  Legal institutions cannot be easily moved from one form to the other, like the ‘transfer’ of a part from one machine into another[101]. There is the need for careful implantation and cultivation in the environment[102]. However, ‘transplant’ creates the wrong impression that after a difficult surgical operation the transferred part will remain identical with itself playing its old role in the new organism[103]. Consequently, when a foreign rule is imposed on a domestic environment, something else is happening since it is not transplanted into another organism, rather it works a fundamental irritation which catalyses a whole series of new and unexpected events[104].  This is because the minds and emotions of tradition-bound lawyers and law’s binding arrangements are irritated by this legal transplant[105]. It is an outside noise which creates wild perturbations in the interplay of discourses within these arrangements and forces them to reconstruct internally not only their own rules but to reconstruct them from scratch the alien element itself[106]. ‘Legal irritants’ cannot be domesticated for they are not transformed from something alien into something familiar as well as not being adapted to a new cultural context, rather they unleash an evolutionary dynamic in which the external rule’s meaning will be reconstructed and the internal context will undergo fundamental change[107].

            Therefore, the question is not so much if British contract doctrine will reject or integrate the principle of good faith[108]. Instead, it is what kind of transformations of meaning will the term undergo, how will its role differ, once it is reconstructed anew under British law[109]? Teubner[110] (1998) suggests that it is not only reconstructing it from a common law as opposed to a civil law perspective. Also the crucial difference of ‘productive regimes’, that is the imperatives of a specific Anglo-Amercan culture as opposed to a specific Continental one will bring about an even more fundamental reconstruction of good faith under the new conditions[111]. Consequently, Teubner[112] believes that in spite of all benign intentions of and ‘Ever Closer European Union’, attempts at Unifying European Contract Law will result in new cleavages.

3.2.  Principle of Good Faith in the French Contract Law.

In France, according to article 1134, para. 3, contracts must be performed in good faith[113]. French Scholars, though starting from the late seventies expanded the number of situations where the good faith principle applies[114]. As such the formation of a contract principle is limited by the principle of good faith[115]. Though the French Courts have not given the notion of bonne foi the same importance as the German courts, similar results were obtained by the application of a general theory of abus de droît, which was developed at the end of the 19th century and was based on good faith. Performance of contracts in good faith has been interpreted by French jurists as implying two duties on the contracting parties (i) a duty to act loyally (obligation de loyauté) and (ii) a duty to co-operate (devour de coopération)[116].

In assessing whether the debtor of an obligation – the person who has to execute the obligation forming the object of the contract – has acted loyally, the court will examine whether he acted as a bonus paterfamilias[117]. This is a familiar objective legal standard in civil law jurisprudence which measures behaviour by considering whether a good “father of a family” would have behaved in such a manner[118]. Reference is made to the aim – the object – of the contract and if the behaviour of the debtor has permitted the attainment of such object, then he cannot be said to have acted in breach of good faith, even if the actual performance does not conform strictly to the contractual stipulations[119]. This means that the debtor should abstain from dol which here amounts to fraud[120]. The creditor of an obligation is also bound by the duty to act loyally. He must abstain from bad faith (dol), disloyalty, and from manoeuvres which will make the performance of the contract impossible or more onerous for the debtor[121]. He is also deemed to be in breach of his duty of loyalty if, on the pretext of complying with the execution, he imposes on the debtor pecuniary hardships which are disproportionate to the usefulness of the object which the contract is aimed to achieve[122]. Therefore, he should refrain from causing the debtor useless expenses[123]. For example, French jurisprudence has held that a carrier should send merchandise on the itinerary, which is most advantageous for the shipper[124]. The duty to co-operate is linked with the duty of disclosure (obligation de renseignement) in virtue of which one party may be deemed to have a duty to bring to the knowledge of the other party certain facts which he has an interest to know in order to perform the contract[125]. For example, jurisprudence in France has held that the manufacturer or the seller of a piece of equipment should indicate its mode of use and the dangers that its use may bring[126]. In like manner, the lessor should inform the lessee about known defects in the property leased[127]. The duty to co-operate also implies the obligation that each party has to facilitate the performance of the contract by the other party[128]. For example, in a publishing contract, the author must correct the proofs and return them[129].

The French bonne foi, even if strengthened by the doctrinal efforts, is still weakened by the judicial suspicion of introducing valeurs d’équité[130]. The perceived danger is the risk of too broad judicial discretion in spite of the Positive traditional French approach[131]. In addition both the French doctrine and courts are not making a clear distinction between subjective and objective good faith as opposed to the Italian and German (buoana fede in senso soggettivo and bouna fede in senso oggettivo) and (gutter gluabe and Treu und glaube) respectively, specifically in the context of cooperation cases, such as reticence dolosive, erreur sur la substance[132].

4. Conclusion

The bonne foi and the English good faith situations are not synonymous; they are phenotypes of a broader genotype offering the legal professionals a way out of harshness of the strict application of the rules of contrat (in France), or contract (in England)[133]. They all call for some judicial discretion in the name of fairness[134].

            According to a recent contribution about the need of a good faith principle within a future European Civil code, there are suggestions that there is no need of such an undefined broad principle[135].  Within this general frame and this narrow common code of general principles the inquiry has to proceed by focusing on a narrower list of factual situations[136].

            After careful examination of the arguments and facts presented above, one can draw a conclusion that the English Common Law is against the general principle of good faith although the principle is often used in another sense but it appears irritating to state that the court is making its decision based on this principle. It is therefore difficult to predict the legal outcome of cases in the English Legal System. On the contrary, the principle of good faith is spelt out in the French legal system and judgments in French Courts are made with reference to this general principle.

BIBLIOGRAPHY

Anson .(1917). Principles of the English Law of Contract and of Agency in Relation to Contract. Fourteenth Edition

Beatson J. E., Friedman D. E. (1997). Good Faith and Fault in Contract Law. Modern law Review. Vol.  Claredon Press. Oxford.

Demo D., Sartor G., Cardano G. Q. (2003). Trust, Reliance, Good Faith, and the Law. Trust management, 2692, pp 150-164.

Martin E. A. (2006). Contract Oxford Dictionary of Law. Ed.. Oxford University Press, 2006. Oxford Reference Online.

http://www.oxfordreference.com/views/ENTRY.html?subview=Main&entry=t49.e861

Musy A. M. (2001). The Good Faith Principle in Contract Law and the Precontractual Duty to Disclose: A comparative Analysis of New Differences in Legal Cultures. Global Jurist Advances. Vol. 1(1) Art. 1.

Robert S. Summers (2002). “Contract Law”   The Oxford Companion to American Law. Kermit L. Hall,

Teubner G. (1998). Legal Irritants: Good Faith in British Law or How Unifying Ends Up in New Divergence. The Modern Law Review. Vol 61(1), published by Blackwell Publishers, 108 Cowley Road, Oxford OX4 1JF and 350 Main Street, Malden, MA 02148, USA.

Weitzenböck E. M. (2002). Electronic Agents and Contract Performance: Good Faith and Fair Dealing. Selected Revised Papers, Lea Workshop on the Law of Electronic Agents, CIRSFID (Centro Interdepartimentale di Recerca in Storia del Diritto, Filosofia e Sociologia del Diritto e Informatica Giuridica), University of Bologna, pp 67-73.

[1] Robert S. Summers (2002). “Contract Law”   The Oxford Companion to American Law. Kermit L. Hall, ed. Oxford University Press Oxford Reference Online. <http://www.oxfordreference.com/views/ENTRY.html?subview=Main&entry=t122.e0184>

[2] Ibid
[3] Ibid
[4] Ibid
[5] Ibid
[6] Ibid
[7] Robert S. Summers (2002). “Contract Law”   The Oxford Companion to American Law. Kermit L. Hall, ed. Oxford University Press Oxford Reference Online. http://www.oxfordreference.com/views/ENTRY.html?subview=Main&entry=t122.e018
[8] Martin E. A, Law J. (2006).
[9] Martin E. A., Law J. (2006).
[10] Martin E. A., Law J. (2006). Oxford Dictionary of Law. Oxford University Press. Oxford Reference Online.
[11] Ibid
[12] Ibid
[13] Ibid
[14] Ibid
[15]Anson (1917).
[16] Ibid
[17] Anson (1917)
[18] Ibid
[19] Martin and Law (2006).
[20] Ibid
[21] Ibid
[22] Martin and Law (2006).
[23] Ibid
[24] Ibid
[25] Ibid
[26] Ibid
[27] Ibid
[28] Martin and law (2006)
[29] Martin E. A., Law J. (2006). Oxford Dictionary of Law. Oxford University Press. Oxford Reference Online.
[30] Martin E. A., Law J. (2006). Oxford Dictionary of Law. Oxford University Press. Oxford Reference Online.
[31] Ibid
[32] Beatson J. E., Friedman D. E. (1997). Good Faith and Fault in Contract Law. Modern law Review. Vol.  Claredon Press. Oxford.
[33] Teubner G. (1998). Legal Irritants: Good Faith in British Law or How Unifying Law Ends Up in New Divergences
[34] Beatson J. E., Friedman D. E. (1997). Good Faith and Fault in Contract Law. Claredon Press. Oxford.
[35] Ibid
[36]Beatson J. E., Friedman D. E. (1997). Good Faith and Fault in Contract Law. Claredon Press. Oxford.
[37] Beatson J. E., Friedman D. E. (1997). Good Faith and Fault in Contract Law. Claredon Press. Oxford.
[38] Ibid
[39] Ibid
[40] Ibid
[41] Ibid
[42] Ibid
[43] Ibid
[44] Ibid
[45] Beatson J. E., Friedman D. E. (1997). Good Faith and Fault in Contract Law. Claredon Press. Oxford.
[46] Ibid
[47] Demo D., Sartor G., Cardano G. Q. (2003). Trust, Reliance, Good Faith, and the Law. Trust management, 2692, pp 150-164.
[48] Ibid
[49] Ibid
[50] Ibid
[51] Ibid
[52] Demo D., Sartor G., Cardano G. Q. (2003). Trust, Reliance, Good Faith, and the Law. Trust management, 2692, pp 150-164.
[53] Teubner G. (1998). Legal Irritants: Good Faith in British Law or How Unifying Ends Up in New Divergence. The Modern Law Review. Vol 61(1), published by Blackwell Publishers, 108 Cowley Road, Oxford OX4 1JF and 350 Main Street, Malden, MA 02148, USA.
[54] Ibid
[55] Ibid
[56] Ibid
[57] Ibid
[58] Ibid
[59] My  example.
[60] Demo D., Sartor G., Cardano G. Q. (2003). Trust, Reliance, Good Faith, and the Law. Trust management, 2692, pp 150-164.
[61] Demo D., Sartor G., Cardano G. Q. (2003). Trust, Reliance, Good Faith, and the Law. Trust management, 2692, pp 150-164.
[62] Ibid
[63] Ibid
[64] Weitzenböck E. M. (2002). Electronic Agents and Contract Performance: Good Faith and Fair Dealing. Selected Revised Papers, Lea Workshop on the Law of Electronic Agents, CIRSFID (Centro Interdepartimentale di Recerca in Storia del Diritto, Filosofia e Sociologia del Diritto e Informatica Giuridica), University of Bologna, pp 67-73.
[65] Ibid
[66] Ibid
[67] Ibid
[68] Ibid
[69] Ibid
[70] Ibid
[71] Ibid
[72] Ibid
[73] Ibid
[74] Ibid
[75] Ibid
[76] Ibid
[77] Musy A. M. (2001). The Good Faith Principle in Contract Law and the Precontractual Duty to Disclose: A comparative Analysis of New Differences in Legal Cultures. Global Jurist Advances. Vol. 1(1),
[78] Ibid
[79] Ibid
[80] Ibid
[81] Ibid
[82] Musy A. M. (2001). The Good Faith Principle in Contract Law and the Precontractual Duty to Disclose: A comparative Analysis of New Differences in Legal Cultures. Global Jurist Advances. Vol. 1(1) Art. 1.
[83] Ibid
[84] Ibid
[85] Ibid
[86] Musy A. M. (2001). The Good Faith Principle in Contract Law and the Precontractual Duty to Disclose: A comparative Analysis of New Differences in Legal Cultures. Global Jurist Advances. Vol. 1(1) Art. 1.
[87] Ibid
[88] Ibid
[89] Ibid
[90] Weitzenböck E. M. (2002). Electronic Agents and Contract Performance: Good Faith and Fair Dealing. Selected Revised Papers, Lea Workshop on the Law of Electronic Agents, CIRSFID (Centro Interdepartimentale di Recerca in Storia del Diritto, Filosofia e Sociologia del Diritto e Informatica Giuridica), University of Bologna, pp 67-73.
[91] Ibid
[92] Ibid
[93] Ibid
[94] Teubner G. (1998). Legal Irritants: Good Faith in British Law or How Unifying Ends Up in New Divergence. The Modern Law Review. Vol 61(1), published by Blackwell Publishers, 108 Cowley Road, Oxford OX4 1JF and 350 Main Street, Malden, MA 02148, USA.
[95] Ibid
[96] Ibid
[97] Ibid
[98] Teubner G. (1998). Legal Irritants: Good Faith in British Law or How Unifying Ends Up in New Divergence. The Modern Law Review. Vol 61(1), published by Blackwell Publishers, 108 Cowley Road, Oxford OX4 1JF and 350 Main Street, Malden, MA 02148, USA.
[99] Ibid
[100] Ibid
[101] Teubner G. (1998). Legal Irritants: Good Faith in British Law or How Unifying Ends Up in New Divergence. The Modern Law Review. Vol 61(1), published by Blackwell Publishers, 108 Cowley Road, Oxford OX4 1JF and 350 Main Street, Malden, MA 02148, USA.
[102] Ibid
[103] Ibid
[104] Ibid
[105] Ibid
[106] Ibid
[107] Ibid
[108] Ibid
[109] Ibid
[110] Ibid
[111] Ibid
[112] Ibid
[113] Weitzenböck E. M. (2002). Electronic Agents and Contract Performance: Good Faith and Fair Dealing. Selected Revised Papers, Lea Workshop on the Law of Electronic Agents, CIRSFID (Centro Interdepartimentale di Recerca in Storia del Diritto, Filosofia e Sociologia del Diritto e Informatica Giuridica), University of Bologna, pp 67-73.
[114] Musy A. M. (2001). The Good Faith Principle in Contract Law and the Precontractual Duty to Disclose: A comparative Analysis of New Differences in Legal Cultures. Global Jurist Advances. Vol. 1(1) Art. 1.
[115] Ibid
[116] Weitzenböck E. M. (2002). Electronic Agents and Contract Performance: Good Faith and Fair Dealing. Selected Revised Papers, Lea Workshop on the Law of Electronic Agents, CIRSFID (Centro Interdepartimentale di Recerca in Storia del Diritto, Filosofia e Sociologia del Diritto e Informatica Giuridica), University of Bologna, pp 67-73.

as cited in [Weill & Terré, 1986].
[117] Ibid
[118] Weitzenböck E. M. (2002). Electronic Agents and Contract Performance: Good Faith and Fair Dealing. Selected Revised Papers, Lea Workshop on the Law of Electronic Agents, CIRSFID (Centro Interdepartimentale di Recerca in Storia del Diritto, Filosofia e Sociologia del Diritto e Informatica Giuridica), University of Bologna, pp 67-73.
[119] Ibid
[120] Ibid
[121] Ibid
[122] Ibid
[123] Ibid
[124] Ibid as cited in [Weill & Terré, 1986]
[125] Ibid
[126] Weitzenböck E. M. (2002). Electronic Agents and Contract Performance: Good Faith and Fair Dealing. Selected Revised Papers, Lea Workshop on the Law of Electronic Agents, CIRSFID (Centro Interdepartimentale di Recerca in Storia del Diritto, Filosofia e Sociologia del Diritto e Informatica Giuridica), University of Bologna, pp 67-73.
[127] Ibid

 as cited in [Weill & Terré, 1986]
[128] Ibid
[129] Ibid
[130] Musy A. M. (2001). The Good Faith Principle in Contract Law and the Precontractual Duty to Disclose: A comparative Analysis of New Differences in Legal Cultures. Global Jurist Advances. Vol. 1(1) Art. 1.
[131] Ibid
[132] Ibid
[133] Ibid
[134] Ibid
[135] Musy A. M. (2001). The Good Faith Principle in Contract Law and the Precontractual Duty to Disclose: A comparative Analysis of New Differences in Legal Cultures. Global Jurist Advances. Vol. 1(1) Art. 1.
[136] Ibid