The dispute had to be assessed objectively, since the negotiation of the cost of the upgrade was based on a specification modified from the original specification. As a result, the court was able to determine in good faith the likely outcome of the hearings. Stevens owned 51% of Cornell Engineering. His 49% partner wanted to sell his shares and MacDonald wanted to buy. Stevens, MacDonald and the other party began negotiations on the transfer of shares. The negotiations included MacDonald`s conclusion of a two-year service contract with Cornell Engineering. At one point, MacDonald Stevens submitted an 11-page draft service contract. MacDonald asked Stevens to read the document. However, Stevens only read the first page of the document before signing. «The Parties shall cooperate in good faith to facilitate the execution of this Agreement. The business context determines how a court determines in good faith the scope and application of an obligation. Some previous interpretations of the express duty of good faith were as follows: In the 2016 edition of the PICC, the numbering of the official comments on article 2.1.15 has been changed and now Official Comment 3 is titled «Good Faith Negotiation Agreement». The application of the PICC presupposes the existence of a contract, and there are different types of contracts to which Article 2.1.15 could apply, but in this case, the contract that falls is when the parties have entered into an interim agreement to regulate their negotiations.

In such a case, the contract should include both a choice of law clause, which designates the PICC as the applicable law, and an arbitration clause, as this combination allows for an effective application of the PICC to resolve a dispute. With regard to the regulation of international commercial contracts, the main text is the UNIDROIT Principles of International Commercial Contracts (PICC) of 2016, as several articles of the PICC may be relevant in the case of .B preliminary agreements, for example: art. 2.1.1 (type of constitution), art. 2.1.2-2.1.12 (art. on offer and acceptance), art. . . .