In the view of Leggatt J of the Queen's Bench division,
there is 'nothing novel or foreign to English law' in
recognising an implied duty to perform contracts in good faith:
Yam Seng Pte Ltd v International Trade Corp Ltd, 
EWHC 111 (QB). International Trade Corp. (ITC) granted Yam Seng
exclusive rights to distribute Manchester United branded toiletries
in specified territories (because everyone wants to smell like a
footballer?). The relationship was initially rosy, then soured: Yam
Seng complained of late and deficient shipments, being undercut on
pricing and receiving false information. Yam Seng terminated the
agreement and sued ITC for breach of contract or, in the
alternative, misrepresentation in inducing Yam Seng to enter into
it in the first place.
Yam Seng's pleadings included a claim that the distribution
contact included an implied term requiring the parties to deal with
each other in good faith. Justice Leggatt noted that there is ample
academic literature that discusses whether the law ought to
recognise a general duty to perform contractual obligations in good
faith, but no case which considers the question in any depth. While
there is authority to suggest that there is no such duty, the judge
concluded that there really should be no difficulty in inferring
one in 'any ordinary commercial contract based on the presumed
intention of the parties'. Commercial parties have an
underlying expectation of honesty and trust, so it is not going out
on a limb to say that dealing in good faith is anything more than
what they reasonably expect of each other. This contract required
the parties to communicate and co-operate; in that context, good
faith was the implicit standard. While Yam Seng could not establish
that ITC had breached an implicit duty not to undercut prices,
there was breach of an implicit duty to provide honest information
and to deliver products when promised. This struck at the heart of
the trust which was vital to the relationship between the parties.
Damages were awarded to compensate Yam Seng for the expenses it had
incurred in performing the contract, but the evidence for lost
profits was lacking. Yam Seng's misrepresentation claim also
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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