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Breach of Implied Covenant of Good Faith and Fair Dealing

Generally, in a breach of contract petition, a Count for breach of the implied covenant of good faith and fair dealing will be included as a Count in the lawsuit (in the alternative or in conjunction). In Missouri, every contract includes an implied covenant of good faith and fair dealing. In other words, you have a reasonable expectancy, implicitly and explicitly, to expect that the other party to the contract will honor the terms of the contract and take all steps which are reasonable and necessary to honor the terms of the contract. The purpose of this duty is to preserve fundamental honesty, fair play, and right dealings in transactions.

Indeed, on a more practical note, if no such implication was in a contract, then many contracts could be broken without legal liability if the express terms of the contract do not cover every contour of the subject matter.

The essence of the good faith covenant is objectively reasonable conduct. For this reason, litigation concerning the breach of this duty can be quite gray and abstract. Accordingly, if you have any questions, comments or concerns involving the conduct of another party to a contract — and whether it is a breach of these implied duties — do not hesitate to contact us.

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