In New York, all contracts imply a covenant of good faith and fair dealing in the course of performance. The covenant is a pledge that neither party will do anything which will have the effect of destroying or injuring the other party's right to the fruit of the contract, even if the contractual terms do not explicitly prohibit such conduct. The duty of good faith and fair dealing is not without limits, and no obligation can be implied that would be inconsistent with other terms of the contractual relationship.
Zormati v. Citibank, N.A., NY Slip Op 01821 (2d Dep't March 25, 2026)