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The Doctrine of Utmost Good Faith: What is expected of Clubs and the LMC

By Daily Sports on July 16, 2016

Article A, Rule 5.5.3 of the NPFL Framework has in clear terms provided that “a Club shall not without the Board’s prior written consent either during its membership of the League or at any time after its membership has terminated disclose or divulge either directly or indirectly to any Person whatsoever or otherwise make use of any confidential information as to the business or finances of the LMC or any other Club or any of their dealings, transactions or affairs or as to any other matters which may come to its knowledge by reason of its membership save to statutory and regulatory authorities or as may be required by law or to such Officials and Auditors of that Club to whom such disclosure is strictly necessary for the purpose of their duties and then only to the extent so necessary.”

In a Canadian case, Gabriel v. Hamilton Tiger-Cat Football Club, Justice O'Leary used these words:

“There is a limited class of contracts in which one of the parties is presumed to have means of knowledge which are not accessible to the other and is, therefore, bound to tell him everything which may be supposed likely to affect his judgment. They are known as contracts uberrimae fidei, and may be voided on the ground of non-disclosure of material facts.”

The Uberrimae fidei principle is universal and applicable in almost all facets of law and life.

In the context of maritime law, Justice McKeown of the United States Court of Appeals, 9th Circuit, used these words in the February 2008 decision of Certain Underwriters at Lloyd’s v Inlet Fisheries Ltd.:

Historically, all insurance policies were contracts Uberrimae fidei, meaning that both parties were held to the highest standard of good faith in the transaction.

It was further stated that “the doctrine of Uberrimae fidei was grounded both in morality and efficiency; insureds were considered morally obligated to disclose all information material to the risk the insurer was asked to shoulder, but such a principle was also an economic necessity where insurers had no reasonable means of obtaining this information efficiently, without the ubiquity of telephones, email, digital photography, and air travel.”

The contract of insurance as well as in our soccer regime, is one of mutual good faith; and the principles which govern it, are those of an enlightened moral policy.

We have seen here that Clubs are duty bound to act in good faith towards the LMC and other Clubs, and the LMC are also bound to reciprocate on the same standard. The doctrine of Uberrima fidei is constantly evolving, with at least some fora equating a breach of the duty of good faith with gross negligence or recklessness. Notwithstanding this apparent trend toward the weakening of the duty of utmost good faith, relevant case law and the NPFL Framework and Rules 2015/2016 demonstrate that there are reciprocal obligations with respect to relationships and transactions. These obligations, whether rising to the level of utmost good faith or some lesser standard, do not conclude once the agreement is in place; rather, the duty continues to govern parties’ transactions throughout the term of the agreement and throughout the football season.

•Amobi Ezeaku, Esq. is the Team Manager of Rangers International FC of Enugu. Your comments and reactions are welcome. Please send to 08038338272, 08158461730 or by e-mail to amobi.ezeaku@yahoo.com; publisher@dailysportsng.com

Source Daily Sports

Posted July 16, 2016