Rebecca Broadway Ltd. Partnership v. Hotton

Rebecca Broadway Ltd. Partnership (Rebecca) (plaintiff) hired Marc Thibodeau (defendant) to publicize a Broadway musical Rebecca was planning to produce. Rebecca also hired Mark Hotton to assist in raising money to produce the musical. Hotton informed Rebecca he had found a partial investor for the musical. Rebecca was separately negotiating with a different investor, Laurence Runsdorf, who did not wish to be disclosed as an investor. Thibodeau learned that the investor Hotton said he had did not exist. Thibodeau knew from Rebecca that Runsdorf was a silent and confidential investor who decided to invest a substantial amount of money in the musical based on being told Hotton had secured investment from another investor. Thibodeau informed Rebecca the Hotton investor was fictitious but was told not to further discuss this fact with anyone. Apparently stung by Rebecca’s dismissive treatment, Thibodeau sent four anonymous emails to Runsdorf with alarming information intended to discourage Runsdorf from investing. Runsdorf withdrew his offer to invest after reading the emails, and because of his withdrawal, the musical could not go forward. Many of the claims Thibodeau made in the anonymous emails were false. Rebecca sued Thibodeau for breach of contract, among other claims. The trial court found Thibodeau liable as a matter of law for breach of contract and allowed the other claims to go to trial. Thibodeau appealed. On appeal, the court considered whether Thibodeau had breached his contract with Rebecca under the doctrine of implied good faith and fair dealing even though he had not violated any express terms of the contract.