good faith

Question 1

205

Answer 1

every contract includes an obligation of good faith and fair dealing in its performance and enforcement of its terms. arises when formed.

Question 2

are good faith or good faith and fair dealing Mando terms

Answer 2

oh yes ma’am

Question 3

freedom of contract camp

Answer 3

obligations of good faith and fair dealing must be consistent with the express terms of the K and the manifested intentions of the contracts.
using implied duties to implement the parties intentions is consistent with freedom of K

Question 4

second camp

Answer 4

obligations of GF and FD are determined by abstract societal obligations without regard to actual parties intent and are controlled by public policy or community standards

Question 5

good faith v bad faith

Answer 5

trier of fact

Question 6

seidenberg v summit bank

Answer 6

a party may be found to have violated the implied covenant of GF even if it does not violate a pertinent express term

Question 7

3 ways the implied covenant of GF is applied

Answer 7

1. covenant allows for inclusion of TC which have not been expressly set for in written document. 2. bad faith performance of agreement even when the D has not breached an express term. 3. permit inquiry into a party’s exercise of discretion expressly granted by contract’s terms

Question 8

further details for 1.

Answer 8

if hole or missing item, PER doesn’t create a problem

Question 9

takeaways from GF

Answer 9

implied covenant of GF cannot conflict with express term of K, a court can determine breach of implied covenant of GF exists even if no express term has been violated, the notion of good faith is applies to determine appropriateness of party’s exercise of discretion expressly granted by terms of K.

Question 10

how do you determine if performance is made in GF

Answer 10

expectations of parties, purpose of contract, determine if bad faith exists (trier of fact issue)

Question 11

standard of reasonableness

Answer 11

objective standard

Question 12

standard of honest dissatisfaction

Answer 12

subjective standard

Question 13

majority 228

Answer 13

objective test is preferred if it is practicable to determine whether a reasonable person in the position of obligor would be satisfied, an interpretation is preferred under which condition occurs if such a reasonable person in the position of the obligor would be satisfied.

Question 14

requirements K

Answer 14

one under which seller agrees to sell, buyer agrees to buy all goods of a certain kind that buyer may require. assures buyer of source for those goods for the contract period.

Question 15

output K

Answer 15

one under which the seller agrees to sell and the buyer agrees to buy all of goods of certain kind that seller may produce

Question 16

UCC 2-306

Answer 16

good faith and reasonableness.

set floors and ceilings. allows for GF reductions and increases only.