Commercial contracts—United Kingdom—Q&A guide
Commercial contracts—United Kingdom—Q&A guide

The following Commercial practice note provides comprehensive and up to date legal information covering:

  • Commercial contracts—United Kingdom—Q&A guide
  • 1. Is there an obligation to use good faith when negotiating a contract?
  • 2. How are ‘battle of the forms’ disputes resolved in your jurisdiction?
  • 3. Is there a legal requirement to draft the contract in the local language?
  • 4. Is it possible to agree a B2B contract online?
  • 5. Are there any statutory or other controls on parties’ freedom to agree terms in contracts between commercial parties in your jurisdiction?
  • 6. Are standard form contracts treated differently?
  • 7. What terms are implied by law into the contract? Is it possible to exclude these in a commercial relationship?
  • 8. Is your jurisdiction a signatory to the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention)?
  • 9. Is there an obligation to use good faith when entering and performing a contract?
  • More...

This Practice Note contains a jurisdiction-specific Q&A guide to commercial contracts in United Kingdom published as part of the Lexology Getting the Deal Through series by Law Business Research (published: April 2020).

Authors: Baker McKenzie—Matthew Vaghela

1. Is there an obligation to use good faith when negotiating a contract?

There is no generally recognised principle or obligation in English contract law to use good faith when negotiating a contract.

The English courts have rejected suggestions that an obligation to negotiate in good faith should be implied into a contract. It is a long-standing principle of English law that a negotiating party must be free to advance its own interest during a negotiation. Sometimes parties will include an express obligation to negotiate in good faith, but English courts usually view this as equivalent to an agreement to agree and therefore unenforceable for lack of certainty.

2. How are ‘battle of the forms’ disputes resolved in your jurisdiction?

Under English law, the general legal rule is that the courts will conclude that, unless there is any contrary evidence, the last set of terms to be provided prior to the acceptance or performance of the contract will govern the contract, namely the ‘last shot’ doctrine. A supplier often wins the battle of the forms argument as the supplier can control the sale process by ensuring that it does not agree to supply any

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