Celesq® Programs

The Duty to Negotiate in Good Faith and Why You Want to Avoid It

This seminar will examine the “duty to negotiate in good faith” that arises in some preliminary agreements, such as some standard letters of intent entered into at the initial stages of any corporate or real estate negotiation. Surprising to many, this duty can be implied in a preliminary agreement even where the parties do not expressly agree to it and use the words “non-binding”. If the duty exists, it may have serious consequences for the parties’ ability to change proposed terms or abandon the negotiations. What is more, the failure to negotiate in good faith can leave the parties open to potentially significant damages, that can far exceed the other side’s expenses in negotiating an unconsummated transaction. 

Geared to both transactional attorneys and commercial litigators, this program will explain when this duty arises and how a party breaches, describe the risks associated with a claimed breach, and educate participants in how to anticipate and avoid this potential hazard. 

The course will discuss: 

• When parties have a “duty to negotiate in good faith.”
• The types of preliminary agreements that give rise to this duty.
• If the duty exists, what constitutes a breach.
• Litigating claims of breach of the duty.
• The greatest risk of breach: potential liability for “expectation damages” under Delaware law. The seminal Delaware Supreme Court decision SIGA Techs., Inc. v. PharmAthene, Inc., 67 A.3d 3030 (Del. 2013), and recent case law post-SIGA.

**PLEASE NOTE - NY CODE WAS READ INCORRECTLY - PLEASE REFER TO PROGRAM DOCUMENTATION FOR THE NY CODE

Available in States

• California
• Colorado
• Florida
• Georgia
• New Jersey
• New York
• Texas Self Study

Program Categories

• Business Organizations & Contracts
• Federal Courts
• Florida Eligible
• Law Practice Management
• Litigation & Litigation Skills
• Negotiation Skills

PROGRAM CREDITS

• Areas of Professional Practice : 1 Credit