The 'Duty to Cooperate' in English and French Contract Law: One Channel, Two Distinct Views

Abstract

In Yam Seng, Leggatt J tries to persuade the English legal community that good faith exists in English law. He contends that several duties could be derived from this principle, including a “duty to cooperate”. By examining the scope of cooperation and its relationship with good faith in English and French law, we explore Leggatt J's reasoning in view of the common law-civil law divide and highlight the palpable differences between these two jurisdictions. We suggest that the traditional hostility towards good faith in English law can be overcome if the principle is applied as an extended “duty to cooperate”.

Keywords: duty to cooperate, good faith, duty of loyalty, conditional obligation, French contract law, English contract law, comparative contract law