Abstract
Does good faith matter anymore in American contract law? The Restatement (Second) of Contracts provides that "[e]very contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement." The Uniform Commercial Code, adopted by every state except Louisiana defines good faith as "honesty in fact and the observance of reasonable commercial standards of fair dealing and it explicitly imposes a good faith obligation on the performance and enforcement of every contract falling within its scope. Moreover, while the United Nations Convention on Contracts for the International Sale of Goods-to which the United States is a signatory-does not directly impose a good faith obligation, it does state that, "[i]n the interpretation of this Convention, regard is to be had to.. . the need to promote uniformity in its application and the observance of good faith in international trade."
Recommended Citation
2005 ULR 1 (2005)