Is there is enough merit to the case to ensure there is a serious

• 
  Courts have developed overtime a umber of common law rules used for justifying implied terms. Implied terms are not found in the language of the agreement. But the courts will interpret the contract as if those terms are there. Courts have to discretion to do this. But it is not an arbitrary power. There was to be some justifications for doing it.
  
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  Courts have consistently said that (1) trade custom; and (2) business efficacy are two such justifications. The parties would have intended for these to be included had their attention be turned to it at time of formation. (3) statute also can read in implied terms (such as the sale of goods act).
  

1. 
   Trade custom requires evidence capable of supporting the inference that the parties would have understood such a term would be included. The custom though has to be basically universally followed. For example, interest provision on overdue accounts.
   

2. 
   Business efficacy = the “good faith” term! Implied that contracting parties will exercise their rights “honestly, fairly, and in good faith” Bad faith is conduct that substantially nullifies the benefits of the bargain to the other party.
   

There are some problems here because courts might be called upon to adjudicate the moral conduct associated with the contract. Could give a way out of an otherwise enforceable contract. Plus, the whole economic system is founded on shameless unapologetic self interest; how do we balance their right to do whatever the fuck they want with this so called good faith requirement? Bad faith is pretty much equivalent to unethical conduct. Seems to impose morality on parties.