Legal Definitions - contractus bonae fidei, vel stricti juris

The Latin term contractus bonae fidei, vel stricti juris refers to a historical distinction in Roman law concerning how different types of agreements were interpreted and enforced by judges. It translates to "contracts of good faith or of strict law."

Essentially, this concept categorized contracts into two main types:

• Contracts of Good Faith (bonae fidei): These agreements required the parties to act honestly, fairly, and reasonably towards each other. When disputes arose, judges would consider the overall intent of the parties, the fairness of the situation, and the principles of good faith, rather than just the literal words of the contract. This allowed for more flexibility and equitable outcomes, especially in complex transactions where unforeseen circumstances might arise.
• Contracts of Strict Law (stricti juris): These were agreements enforced precisely according to their exact written terms, with little to no room for interpretation based on fairness or broader intent. Judges would apply the contract's provisions literally, and parties were expected to adhere strictly to every detail, regardless of whether a strict application might seem unfair in a particular situation.

This distinction was crucial because it determined the scope of a judge's inquiry when a contract was breached. In good faith contracts, a plaintiff might need to demonstrate that they had also acted fairly. In strict law contracts, the focus was purely on whether the explicit terms had been met.

Here are some examples illustrating this concept:

• Example 1: A Custom Software Development Agreement (Good Faith)

  Imagine a small business hires a software company to build a new customer management system. The contract outlines the general features and timeline. During development, the client realizes a critical feature they initially requested is technically unfeasible with their existing hardware, and the software company discovers a more efficient, slightly different approach. A contractus bonae fidei approach would encourage both parties to openly discuss these issues, propose reasonable alternatives, and cooperatively adjust the project scope or timeline to achieve the best outcome for the client, even if it deviates slightly from the original written plan. The judge, if a dispute arose, would consider whether both parties acted reasonably and honestly in trying to resolve these unforeseen challenges, rather than just strictly enforcing the initial, now problematic, specifications.

• Example 2: A Formal Loan Agreement with Specific Penalties (Strict Law)

  Consider a formal loan agreement between two parties where one borrows a specific sum and promises to repay it in exact installments on precise dates, with a clearly stated late fee for any missed or delayed payment. This would be treated as a contractus stricti juris. If the borrower misses a payment by even one day due to an unexpected personal emergency, the lender would typically be entitled to enforce the late fee exactly as written in the contract. A judge would likely enforce the terms strictly, focusing solely on whether the payment was made on time according to the agreement, without necessarily considering the borrower's personal circumstances or broader notions of fairness, unless the contract itself provided for such exceptions.