Good Faith in Joint Venture Agreements - Drafting, Disputes & Recent Case Law

Introduction

Almost every joint venture agreement and shareholders' agreement contains a reference to ‘good faith’, yet few define what those words mean. When relationships break down, the scope and effect of those obligations often become central to the dispute.

Although English law continues to reject a general duty of good faith, the courts have developed a more nuanced, context-specific approach. This session examines the latest case law and explains when good faith obligations arise, how they are interpreted and how practitioners can draft effective provisions that reduce uncertainty and minimise the risk of disputes.

What You Will Learn

This webinar will cover the following:

• The current legal position on good faith under English law and the circumstances in which good faith obligations arise
• Express good faith clauses:
• The impact of Compound Photonics and subsequent cases
• The importance of drafting and the scope of the obligation
• Good faith where shareholders are also directors or employees
• Implied duties of good faith:
• Relational contracts and the key authorities
• When terms may (and may not) be implied
• The interaction with entire agreement clauses and express drafting
• Good faith and contractual discretion:
• The Braganza duty
• Reserved matters, consent rights, deadlock provisions and governance decisions
• Good leaver/bad leaver provisions and exit rights
• Recent developments, including the latest 2025 and 2026 authorities and what they mean in practice
• Drafting and negotiation:
• Whether to include a general good faith clause
• Defining the required standard of conduct
• Appropriate carve-outs and protecting commercial interests
• Drafting provisions for governance, information rights, exits and dispute avoidance
• Practical examples illustrating common joint venture disputes and lessons for practitioners
• A practical drafting checklist for good faith provisions in joint venture and shareholders' agreements