- Dealing with the unenvisaged—good faith and the failure of commercial negotiations (Emagine Films Ltd v Mister Smith Entertainment Ltd)
- What are the practical implications of this case?
- What was the background?
- What did the court decide?
- Case details
Commercial analysis: This analysis considers how the court approached a commercial term sheet which had been predicated on a connected negotiation with a third party coming to a predictable successful conclusion. Those negotiations were terminated by one of the parties to the term sheet. The court had to consider whether that was a breach of the obligations under the term sheet and how those obligations would otherwise come to an end. The claimant had sought to argue an implied term that the defendant had to continue those negotiations in good faith, leading to a consideration of whether such an obligation could be sufficiently certain to give rise to an implied term. Written by James Davies, barrister, at New Square Chambers.
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