Implied Duty of Good Faith and Fair Dealing in Contract Does NOT Require Waiver of Express Contract Right
In Superior Vision Service, Inc. v. ReliaStar Life Insurance Company, read opinion here, the Chancery Court ruled that where shareholders of a closely-held corporation negotiated a formal agreement not to issue dividends, one party who refused to amend the agreement due to changed circumstances some period afterwards, could not be forced to amend the agreement based on a claimed breach of the implied covenant of good faith and fair dealing.
