Document Type
Article
Publication
Delaware Journal of Corporate Law
Year
2009
Citation Information
Mark J. Loewenstein, The Diverging Meaning of Good Faith, 34 Del. J. Corp. L. 433 (2009), available at https://scholar.law.colorado.edu/faculty-articles/248.
Abstract
This article explores the meaning of "good faith" in the context of corporations and unincorporated entities. The courts, particularly in Delaware, have developed two different approaches. In the corporate arena, the courts are fashioning a notion of good faith that seems to require an examination of director motivations. In the unincorporated arena, good faith has a meaning grounded in contract law. These are two different concepts and reflect the fundamental differences between corporations and unincorporated entities, with the former based on fiduciary duties and the latter on contract. There are, however, indications that this "divergence" is starting to disappear, and this article discusses that trend as well.
Copyright Statement
Copyright protected. Use of materials from this collection beyond the exceptions provided for in the Fair Use and Educational Use clauses of the U.S. Copyright Law may violate federal law. Permission to publish or reproduce is required.
Included in
Business Organizations Law Commons, Contracts Commons, Courts Commons, State and Local Government Law Commons