Manifestations and limits of objective good faith in the execution of contracts. Legal criteria for the resolution of diffuse contractual situations

Abstract

Good faith is not only a general principle of Law and contracts in particular, but also constitutes a duty of typical behavior that the parties are bound to follow by law. This translates in the existence of a number of contractual duties, that are called implicit duties, collaterals, implied terms, virtual obligations or parcel figures of good faith, all of which are not expressly stated in the contract as parties’ obligations but that derive from good faith and serve to decide unclear contractual problems. However, good faith is not a resource that lacks limits since, unless there is good reasons for doing so, such duties cannot be invoked to avoid what is clearly stated in the contract, thence the same can only be soundly used in order to fulfill what was not foreseen or what was stated in the contract is not harmonic or coherent with the factual circumstances that surround its execution and the economic goals of the parties.