August 22, 2024

Good faith and fair dealing.

The implied covenant of good faith is a limited one, as courts will find an obligation of good faith only in aid and furtherance of other terms of the agreement. A party who asserts the claim bears a heavy burden of showing not merely that it would have been better or more sensible to include such a covenant within the terms of the agreement, but, rather, that the particular unexpressed promise sought to be enforced is in fact implicit in the agreement viewed as a whole.

DirecTV, LLC v. Nexstar Broadcasting, Inc., NY Slip Op 04225 (1st Dep't August 15, 2024)

Here is the decision.