Centronics Corporation v. Genicom Corporation

Centronics Corporation (plaintiff) contracted to sell business assets to Genicom Corporation (defendant). The contract required an escrow deposit by Genicom of the funds needed to fulfill the contract. The contract stated that the funds would be held by an escrow agent and would not be dispersed until the escrow agent received instruction from counsels for Centronics and Genicom. The contract also contained a provision requiring any disputes over the value of the property to be submitted to arbitration. Centronics and Genicom disputed the value of the property, and the matter was submitted to arbitration. While arbitration was pending, Centronics demanded a partial payment from the escrow funds of monies that were not in dispute. Genicom refused to release payment, arguing that the contract provided that the escrow agent should not release the funds until the completion of arbitration. Centronics brought suit against Genicom in New Hampshire state court, alleging Genicom’s failure to authorize a partial payment of the funds before arbitration violated an implied duty of good faith and fair dealing in the contract. The trial court held that because the contract contained no such provision requiring the partial payment of funds pending arbitration, Genicom did not violate a duty of good faith. Centronics appealed.