Contractual interpretation can be a thorny business. Yet it pales in comparison to the treacherous waters that surround supposed duties nowhere to be found in the language of a contract -- and that may never have been negotiated or discussed by the parties. For many entertainment and sports professionals, the most significant and far-reaching of these implied duties is the duty of good faith and fair dealing that courts read into every contract. As straightforward as the obligation sounds when described in general terms, it can be vexing to determine what particular conduct it may require in specific situations. What’s more, the reported decisions construing the obligation tend to be highly fact-dependent, thus providing only limited guidance.
Sunny Brenner is a partner in the Los Angeles office of Loeb & Loeb LLP. He maintains a diverse commercial litigation practice with an emphasis on contractual matters, business torts, intellectual property, antitrust and First Amendment issues. He can reached at firstname.lastname@example.org.
This article first appeared in Volume 21, No. 6 of the September 2005 edition of the Law Journal Newsletter - Entertainment Law & Finance. Copyright 2005 ALM Properties, Inc. Permission to use this reprint has been granted by the publisher.