The meaning of good faith

In Matière SAS v ABM Precast Solutions Ltd [2025] EWHC 1434 (TCC); [2025] BLR 534 Alexander Nissen KC, sitting as a Deputy Judge of the High Court, considered the meaning of an express term of a Consortium Agreement and a Collaboration Agreement which required the parties to act in good faith towards each other and to use reasonable endeavours to forward the interests of the co-operative enterprise. The significance of the case lies in the conclusion that a good faith obligation can be more demanding than honesty and require the parties to show fidelity to their bargain and avoid conduct that would be regarded as commercially unacceptable to reasonable and honest people, even if not necessarily dishonest. Applying this test, the Deputy Judge found that, of the three breaches relied upon by the defendant, it had established that the claimant had breached its good faith obligation in relation to one of these claims, but not the other two. However, the defendant's claim for damages nevertheless failed because it could not establish a sufficient causal link between the breach and the loss in respect of which it brought the claim.