Sovereign Debt Restructuring and Contract Law: A Good Faith Relational Approach

This book tackles the challenge of holdout creditor disruption of sovereign debt restructuring where creditors reject collective agreements to pursue full loan recovery in domestic courts. It will be useful to practitioners, researchers and policy makers in contract law, finance law, relational contract theory, good faith and sovereign debt. This book tackles the challenge of holdout creditor disruption of sovereign debt restructuring, where creditors reject collective agreements to pursue full loan recovery in domestic courts. Critically examining the contemporary statutory and contractual approaches to sovereign debt restructuring, the book presents their usefulness and limitations, including the potential major impact of the doctrine of merger in rem judicatam. It proposes the duty of good faith (which is generally implied under US law, implied in certain categories of contract under English law, and widely recognized globally) applied in the context of sovereign debt as a relational contract, as a robust legal approach to combating such disruptions in domestic courts. Through rigorous analysis of case law and treatises, the book argues that sovereign debt contracts are relational contracts, invoking heightened good faith and equity obligations. With in-depth analysis of the contents and judicial applications of the duty of good faith in English and New York jurisprudence, it demonstrates how holdout actions violate good faith and proffers a judicial approach, based on the duty of good faith, to sovereign debt restructuring as a viable alternative to current statutory and contractual approaches. This book will be of interest to practitioners, researchers, and policy makers in contract law, finance law, relational contract theory, good faith, and sovereign debt.