มาตรา 5 — Good faith — exercise of rights
Statutory text (Thai original)
นั้น ถ้าผู้เป็นหุ้นส่วนที่ยังอยู่รับซื้อหุ้นของผู้ที่ออกจากหุ้นส่วนไปไซร้ ท่านว่าสัญญาหุ้นส่วนนั้นก็ยังคงใช้ได้ต่อไปในระหว่างผู้เป็นหุ้นส่วนที่ยังอยู่ด้วยกัน
Verbatim from the Royal Gazette / Office of the Council of State
คำแปลภาษาอังกฤษ
Every person must, in the exercise of his rights and in the performance of his obligations, act in good faith.
This English translation is provided for reference only and has not yet been firm-verified — always rely on the Thai original.
Firm annotation
Section 5 is Thailand's residual fairness clause. Even where a contract or statute would technically allow an outcome, the court can refuse enforcement if exercising that right would be in bad faith. Common applications: a landlord enforcing a literal late-payment clause to evict after years of accepting late rent; a creditor reviving a long-dormant debt at a strategically harmful moment; a spouse using legal procedure to harass rather than to obtain a remedy. Plead §5 only as a backstop — the court expects parties to argue specific rules first.
Why this matters in practice
For lawyers: section 5 is frequently invoked to defeat a technically valid claim when the claimant's conduct is unconscionable — most commonly, it is used to deny standing where the plaintiff's own improper conduct gave rise to or exploited the situation. For laypeople: even if the law gives you a right, you must exercise it honestly; a court can reject your claim if you are acting in bad faith.
Legislative history
Part of the original Civil & Commercial Code codification; no major subsequent amendment.
Supreme Court decisions interpreting this section
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Supreme Court Judgment No. 8402/2560 (2017)
A party who participates in creating an improper legal basis for a claim cannot then invoke that basis in court; doing so constitutes an exercise of rights in bad faith under section 5.
The plaintiff was involved in or aware of the fraudulent process by which a land-use certificate was unlawfully issued. Because the plaintiff had participated in generating the improper document, the Court held that bringing suit to assert rights based on that document constituted an exercise of rights in bad faith under section 5, and dismissed the claim for lack of standing.
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Supreme Court Judgment No. 141/2560 (2017)
A plaintiff who knowingly sues on a groundless instrument exercises rights in bad faith and is denied standing under section 5.
The plaintiff knew that the cheques in dispute had no underlying debt, yet falsely presented himself as a creditor and sued on them. The Court held this was an exercise of rights in bad faith under section 5, with the result that the plaintiff was not a holder of the cheques in good faith under section 904 and therefore had no standing to sue.
Curated decisions with case numbers verified against the Supreme Court database. English renderings are the firm's editorial translation for study.
Frequently asked questions
Can a court dismiss my claim even if I technically have a legal right?
Yes. Under section 5, every right must be exercised in good faith. If your conduct was dishonest, exploitative, or otherwise in bad faith, a Thai court may refuse to protect the right or dismiss your claim for lack of standing, even if the right itself is valid.