Seidenberg v. Summit Bank

Seidenberg v. Summit Bank - 3 to permit inquiry into a...

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Contracts 11/17 Implied Obligation of Good Faith – Performance Pretext Seidenberg v. Summit Bank, 2002 Facts : Plaintiffs had corporations that sold health insurance benefit plans to employers. They sold out to Summit Bank and became executives for Summit’s new businesses. Issue : Holding : Rule : Class Notes : Applied in 3 different ways 1. implied terms 2. performance pretext – to allow redress for bad faith performance of an agreement even when the defendant has not breached any express term.
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Unformatted text preview: 3. to permit inquiry into a party’s exercise of discretion expressly granted by a contract’s terms §2-103(b) “good faith” – means honesty in fact and commercial reasonableness . Roy Notes : • You can violate obligation of good faith even if you perform every part of the contract. • Good faith is an excluder – it excludes bad faith and what’s left over is good faith. • Here, implied obligation of good faith even when there is equal bargaining power....
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