In Mogavero v. Greenberg, 2007 WL 2713843 (Del. Ch., Sept. 12, 2007), read opinion here, the Chancery Court explored the nuances and contours of a specific contractual term that required cooperation in connection with applying for building permits as a result of a compromise to consummate the settlement on property of contiguous property owners. In effect, the court observed, the specific contract term expanded and emphasized the pre-existing implied duty of good faith and fair dealing inherent in every contract. The facts of this case are not likely to be duplicated often, but there is an aspect of the case that may have frequent application. Namely, if one term of an agreement is not complied with, when does that allow the other party to  withhold performance. Unless the contract specifically addresses it, the answer is that one party must materially breach the agreement before another party’s performance will be relieved. In this case, although the provision at issue also required payment of attorneys’ fees incurred in the  permitting process, the agreement did not authorize suspension of the duty of cooperation simply because the attorneys’ fees were not paid on a timely basis.