Yam Seng Pte Ltd v International Trade Corporation Ltd [2013] EWHC 111 is an English contract law case, concerning the principle of good faith.

In 2009, ITC (International Trade Corporation) gave Yam Seng the exclusive rights to distribute "Manchester United" fragrances in parts of the Middle East, Asia, Africa and Australia.

The first is the one referred to by Bingham LJ in the passage quoted above: the preferred method of English law is to proceed incrementally by fashioning particular solutions in response to particular problems rather than enforcing broad overarching principles.

The Uniform Commercial Code first promulgated in 1951 and which has been adopted by many States, provides in section 1-203 that "every contract or duty within this Act imposes an obligation of good faith in its performance or enforcement."

The springboard for this development has been the decision of the New South Wales Court of Appeal in Renard Constructions (ME) Pty v Minister for Public Works (1992) 44 NSWLR 349, where Priestley JA said (at 95) that: "... people generally, including judges and other lawyers, from all strands of the community, have grown used to the courts applying standards of fairness to contract which are wholly consistent with the existence in all contracts of a duty upon the parties of good faith and fair dealing in its performance.

Although the High Court has not yet considered the question (and declined to do so in Royal Botanic Gardens and Domain Trust v Sydney City Council (2002) 186 ALR 289) there has been clear recognition of the duty of good faith in a substantial body of Australian case law, including further significant decisions of the New South Wales Court of Appeal in Alcatel Australia Ltd v Scarcella (1998) 44 NSWLR 349, Burger King Corporation v Hungry Jack's Pty Ltd [2001] NWSCA 187 and Vodafone Pacific Ltd v Mobile Innovations Ltd [2004] NSWCA 15.

Closer to home, there is strong authority for the view that Scottish law recognizes a broad principle of good faith and fair dealing: see the decision of the House of Lords in Smith v Bank of Scotland, 1997 SC (HL) 111 esp.

Nevertheless, there seems to me to be no difficulty, following the established methodology of English law for the implication of terms in fact, in implying such a duty in any ordinary commercial contract based on the presumed intention of the parties.