The classical rules based theory of contract is a legal fiction, as far as long term contracts are concerned. Ronald Coarse postulated that long term contracts are of necessity incomplete, and the parties need to monitor and adjust their relationship from time to time in changing circumstances.
From 2004-2009, I was privileged to research on relational contracts and the works of Ian MacNeil and Stewart Macaulay at the Centre Of Legal Dynamics For Advanced Market Societies (CDAMS) of Kobe University, Japan.
In Asian societies, harmony and relationships are important considerations in business and social relations.
It is now refreshing to see a greater willingness among common law judges to recognize legal realism in the world of business. Implying a duty to act in good faith in “relational contracts” is a good start and will no doubt shake the common law world on the law of contracts.
Joint venture parties in common law jurisdictions will now need to consider if they owe an implied duty to act in good faith when dealing with their joint venture partners as their judiciary may apply the principles of Al Nehayan v Kent in future disputes.
“The decision in Al Nehayan v Kent is another instance of the courts implying a duty of good faith into a long-term, collaborative, joint venture agreement.
… commercial parties to long-term joint venture agreements should take note. In the event of a dispute, the courts may not regard them simply as investors in a commercial venture but rather as partners (in a general sense) trying to achieve a common aim and who owe one another an implied duty to act in good faith.”
Read more at https://www.lexology.com/library/detail.aspx?g=e8825630-0ecb-40d7-8260-bf2db7eada10
B-11-8, Level11, Megan Avenue II, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, Malaysia
Phone : (603) 2203 3388
Fax : (603) 2203 3399
” Meeting Your Legal Needs Online “
Published by Jeff Leong
I am the senior partner of Messrs Jeff Leong, Poon & Wong, Malaysia.
I am also serving with the Law Association For Asia And The Pacific (LAWASIA), the peak body for national bar associations and law societies in more than 40 jurisdictions in the Asia Pacific region as Chair of the Corporate, Securities & Investment Law and Co Chair of the Belt And Road Initiative Standing Committees.
I lead a Special Projects team, structure and run complex M&A deals, resolve critical problems faced by clients such as crisis management, regulatory investigations, shareholder fights and board tussles and advise founders, business owners and senior management on business transactions.
With numerous IPOs and M&A deals over 30 years, I am often consulted by clients in Shipping and Logistics, Technology and Digital Economy, Oil & Gas and other heavily regulated industries on complex, urgent and critical matters.
I have been included on Asia Business Law Journal’s A List of Malaysia’s Top 100 Lawyers and Legal 500’s Hall of Fame for Corporate and M&A for Malaysia.
I am an accredited Mediator of the Malaysian Mediation Centre, the International Commercial Mediation Centre For the Belt And Road Initiative, Benchmark Chambers International & Benchmark International Mediation Centre, Shenzhen Qianhai International Commercial Mediation Centre, CCPIT/CCOIC Hangzhou Mediation Centre and Hainan International Arbitration Court.
I founded JLPW in 1999 during the 1997 Asian Financial Crisis with 2 other founders. We were deep into corporate rescues and mergers of banks, insurance companies and stockbrokers to resuscitate the bleeding Malaysian economy, working on some of the major corporate rescues of the 1997 Asian Financial Crisis.
Affiliations with Deacons Graham & James 2001- 2012 and Dacheng (now Dentons China) 2012-2016 quickly followed. In 2012, we founded JLPW CROSSBORDER ASIA, a regional law firm network.
In JLPW, we developed the current due diligence system adopted and used by industry participants in capital markets transactions in 1999. I assisted the review of the 2020 Due Diligence Guide for Malaysia with investment bankers, accountants, capital market lawyers and other industry participants.
I currently lead our Japan Services Group, assisting Japanese companies venturing into Malaysia and South East Asia with market entry strategies, M&As and post merger integration advisory together with our Japanese speaking team.
I am also leading our China Services Group and regional JLPW Belt and Road Services Group assisting Chinese companies investing and undertaking Belt and Road projects in Malaysia and other ASEAN countries.
As leader, strategist, chief talent scout, builder and problem solver, I have initiated and developed various practice groups in JLPW and am now leading our Legal Tech initiatives to better support our clients in the new Digital Economy.
View all posts by Jeff Leong