Tuesday, March 17, 2009

Acting in Good Faith

So this morning, my Contracts class tackled the subject of good faith in bargaining. What we learned was that there is an implicit provision in every contract stating that the parties need to act in good faith towards one another. This provision, in many cases, cannot even be bargained away. My professor seemed relatively ok with this, reasoning that no party would ever want to ensure that both parties could act in bad faith. My first thought, once on break and able to really consider it, was "What if this is a contract to join the Evil League of Evil?"

Firstly, I would imagine that your goal in joining the Evil League of Evil is to find a place where you could act in bad faith with a lot of other people acting in bad faith. I mean, if you're going to circumcise the tip of the Washington Monument, you can't very well do it with any feelings of good faith. Secondly, since you are joining a League for the purpose of doing evil, I think that acting in good faith is a breach of contract, and grounds for both your expulsion from the League and a potential lawsuit. Therefore, I would imagine that a provision requiring you to act in bad faith would be implicit in your League acceptance contract, and a good faith provision would be nothing less than an act of treason.

While discussing this with JD, he pointed out that there would be a good faith requirement not towards the world at large, but towards your fellow members of the League. This would be an "honor among thieves" provision; you can act in bad faith towards anyone else, but members of the League are off limits. However, I believe that true evil lies in being willing to backstab even your closest allies. That's what sets apart the rank-and-file members from the Bad Horses of the world. Therefore, I believe that even your league allies should implicitly understand a bad faith clause upon joining the league.

1 comment:

Unknown said...

I would venture to say that violating UCC § 1-102(3) is the least of the Evil League of Evil's concerns...