Contract law concerning enforceability by third-party beneficiaries suggests the principle that third-party enforcement should be allowed when it furthers the performance objectives of the contract or when supported by independent policy or moral considerations and not conflicting with the contract's performance objectives. This principle is consistent with existing doctrine while offering a more general standard than has yet been determined by courts or by the Restatements of Contract. The principle recognizes third-party beneficiaries as holding a limited power rather than a vested right.
Publication Name: Columbia Law Review
Contract and trust in corporate law: the case of corporate opportunity
A Delaware Court of Chancery case, Cellular Information Systems v. Broz, that involved the application of the corporate opportunity doctrine demonstrates the tension between trust law and contract law in corporate law. The case involved a business opportunity brought to an outside director by a third party. Trust principles that impose a duty of loyalty to the corporation might require the director to never confer with other businesses. Contract law alone does not contemplate such balancing of interests when determining the expectations of the parties involved.
Publication Name: Delaware Journal of Corporate Law
U.S. commercial law crosses northern border: good faith and fair dealing is a U.S. doctrine that the Canadian legal system now must address
Canadian law has only recently begun to consider whether contracts have an implied covenant of good faith and fair dealing, with the issue stirring much debate. The watershed case in Canada, Gateway Realty v. Arton Holdings, and subsequent cases feature opinions referring to US use but not jurisprudence. The practical elements of such a covenant are the most difficult, and include what constitutes a breach of the covenant, and whether requiring good faith equates to forbidding bad faith.
Publication Name: The National Law Journal
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