Ep 53 ft. Tess Wilkinson-Ryan and David Hoffman

Clauses & Controversies

What Exactly is the Duty of Good Faith? Are the parties to sovereign debt contracts subject to a duty of good faith and fair dealing? If so, what does this mean? We have been struggling with these questions lately, especially in the context of debt restructurings that employ arguably coercive tactics (hello, Province of Buenos Aires!). The duty also may play a role in regulating the behavior of intransigent creditors. But even ignoring sovereign debt contracts, we have some fundamental questions about the duty of good faith as it applies to "ordinary" contracts. The duty can prevent parties from taking advantage of what seem to be the express terms of the contract. When does this happen, and what justifies it? Our guests are Tess Wilkinson-Ryan and David Hoffman, both brilliant contracts scholars, both of Penn Law, and both hosts of the superb Promises Promises podcast (link below). No real talk of sovereign debt contracts in this episode. Tess and Dave help us think through the role played by the duty of good faith in contract law generally. https://podcasts.apple.com/us/podcast/promises-promises/id1527875721 Producer: Leanna Doty