A duty to cooperate in good faith

In Compass Group UK and Ireland Ltd v Mid Essex Hospital Services NHS Trust [2012] EWHC 781 (QB), [2012] All ER (D) 230 (Mar) Mr Justice Cranston held that the scope of a duty to cooperate in good faith depends upon the circumstances of the case and the nature of the particular contract. Good faith required more than the absence of bad faith and provided an objective standard of conduct which demanded that both parties be faithful to the common purpose of the contract and required fair dealing and consistency of behaviour.

The facts

The parties entered into an agreement under which the claimant agreed to provide catering services to the defendant Trust. One of the issues between the parties concerned the scope of clause 3.5 of the contract which was in the following terms: