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Implied Duty of Good Faith and Fair Dealing

Definition

An implied obligation on both parties to a contract that requires the parties to deal fairly with each other. In general, a party breaches the implied duty of good faith and fair dealing by engaging in conduct that violates the spirit of the contract by (1) unfairly, unjustly, or opportunistically defeating the other party's contractual expectations or (2) unfairly failing to cooperate to enable the other party to perform under the contract.

Related Rules