亚当Keilen
一般, the implied covenant of good faith and 公平 dealing is a presumption that parties to a contract will handle the contract’s af公平s in a manner that is honest, 公平, 真诚地, 意义, 双方都不会, 恶意地, attempt to destroy the other party’s right to receive the benefits of the agreement. 换句话说, despite 不 being an independent cause of action, “[e]合同 imposes upon each party a duty of good faith and 公平 dealing in its performance and its enforcement.” Restatement (Second) of Contracts §205. In 柯克拉谢尔公司诉. The Paul Armstrong Company et al., 263 N.Y. 79; 188 N.E. 163 (N.Y. 1933), the New York Court of Appeals described the covenant as follows:
“[I]n 每一个合同 there is an implied covenant that neither party shall do anything, which will the effect of destroying or injuring the right of the other party, 接受的果实 , which means that in 每一个合同 there exists an implied covenant of good faith and 公平 dealing.”
The implied covenant of good faith and 公平 dealing is included in the Uniform Commercial Code (UCC), and was codified by the American Law Institute in Section 205 of the Restatement (Second) of Contracts; however, jurisdictions vary with respect to their view and interpretation of the same. Under Michigan law, as of July 1st2013年，根据MCL§440.1201(2), 根据UCC, good faith is defined as “honesty in fact and the observance of reasonable commercial standards of 公平 dealing.”
这到底是什么意思? The implied covenant of good faith does 不 replace written provisions of the agreement; however, it requires good faith for discretionary decisions provided for in the agreement. 斯蒂芬森诉好事达公司案, 141 F Supp 2d 784 (ED Mich 2001), 等于off, 328 F3d 822 (6th Cir 2003); Van Arnem Co v Manufacturers Hanover Leasing Corp, 776 F Supp 1220 (ED Mich 1991). 换句话说, Michigan courts affirmed the position that parties exercising discretionary power under an agreement must do so honestly 真诚地.
案例示例- FERRELL V. 维克坦尼国际有限公司. A fitness club put a dress code in place for certain areas of the club, thereby promoting certain programs. The rules were made pursuant to the club’s contractual authority to make rules, 的指导方针, 法规. Thus, the undisputed purpose of the dress code was as follows: “the principal purpose of such a dress code in its larger clubs is to provide for a uniformity upon patrons working out, which assists in avoiding feelings of embarrassment or self-consciousness in the exercise rooms which, 经验表明, is often detrimental to the willingness of some patrons to participate in exercise programs.” 法瑞尔诉维克·坦尼国际公司, 137 Mich App, 243–244, 357 NW2d 669 (1984). The court held that the purpose of the enacted dress code program, and the discretionary rulemaking, was in good faith; the court held that the code was 不 made 恶意地 to deprive club members of the benefits of club membership. 而, the dress code was a good faith exercise of the club’s discretionary power, power provided by the contract, to make club rules for various programs and locations; thereby, the club acted with good faith and 公平 dealing with respect to its discretionary contractual authority when it enacted the dress code program. Id.
带走的. If your business has a contract that gives you discretionary power, that contract, and 每一个合同, requires that you exercise such power honestly 真诚地. Burkhardt v City National Bank of Detroit, 57 Mich App 649; 226 NW2d 678 (1975).