Legal updates: December 2022

In this month’s round-up of cases, Sophie Brookes and Debbie Shaw of Gateley examine decisions on shareholder agreements in Compound Phototonics, buyer's warranty in TP ICAP and electronic signatures

Express duty of good faith - context is key

In Re Compound Photonics Group Ltd [2022] EWCA Civ 1371, the Court of Appeal has given a restrictive interpretation of an express duty of good faith owed by company shareholders under a shareholders' agreement.

When giving its judgment, the Court confirmed the importance of context when defining the precise scope of express good faith obligations and rejected the formulaic application of general principles drawn from previous cases.

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Express duty of good faith - context is key

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