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implied covenant of good faith and fair dealing :: legal definition


Implied covenant of good faith and fair dealing - n. a general assumption of the law of contracts, that people will act in good faith and deal fairly without breaking their word, using shifty means to avoid obligations or denying what the other party obviously understood. A lawsuit (or one of the causes of action in a lawsuit) based on the breach of this covenant is often brought when the other party has been claiming technical excuses for breaching the contract or using the specific words of the contract to refuse to perform when the surrounding circumstances or apparent understanding of the parties were to the contrary. Example: an employer fires a long-time employee without cause and says it can fire at whim because the employment contract states the employment is "at will." However, the employee was encouraged to join the company on the basis of retirement plans and other conduct which led him/her to believe the job was permanent barring misconduct or financial downturn. Thus, there could be a breach of the implied covenant, since the surrounding circumstances implied that there would be career-long employment.

See also: implied and Related Law Terms ↓


Related Law Terms

accrue :: v. 1) growing or adding to, such as interest on a ... the contract (anticipatory breach).
action :: n. a lawsuit in which one party (or parties) sues ... . See also: cause of action lawsuit
agency :: n. the relationship of a person (called the agent) ... ondeat superior scope of employment
amend :: v. to alter or change by adding, subtracting, or s ... mended pleading statute stipulation
amended complaint :: n. what results when the party suing (plaintiff or ... cause of action complaint demurrer
anticipatory breach :: n. when a party to a contract repudiates (reneges ... perform. See also: breach contract
apparent authority :: n. the appearance of being the agent of another (e ... e also: agency ostensible authority
at will employment :: n. a provision found in many employment contracts ... ons. See also: wrongful termination
bad faith :: 1) n. intentional dishonest act by not fulfilling ... ean hands doctrine fraud good faith
bargain :: n. 1) a mutual agreement or contract between two p ... o: agreement consideration contract
bilateral contract :: n. an agreement in which the parties exchange prom ... also: contract unilateral contract
breach :: 1) n. literally, a break. A breach may be a failur ... breach of trust breach of warranty
breach of contract :: n. failing to perform any term of a contract, writ ... breach breach specific performance
breach of warranty :: n. determination that a statement as to title of p ... See also: implied warranty warranty
cause of action :: n. the basis of a lawsuit founded on legal grounds ... property. See also: element lawsuit
commercial frustration :: n. an unforeseen uncontrollable event which occurs ... rustration of purpose impossibility
comparative negligence :: n. a rule of law applied in accident cases to dete ... utory negligence damages negligence
condition precedent :: n. 1) in a contract, an event which must take plac ... o the property. See also: condition
consideration :: n. 1) payment or money. 2) a vital element in the ... t of a promise). See also: contract
contract :: 1) n. an agreement with specific terms between two ... n oral contract unilateral contract
count :: n. each separate statement in a complaint which st ... also: cause of action common counts
covenant :: 1) n. a promise in a written contract or a deed of ... o compete deed restrictive covenant
covenants, conditions and restrictions :: n. commonly called "CC and Rs," these are written ... ctive purchaser. See also: covenant
damages :: n. the amount of money which a plaintiff (the pers ... liquidated damages special damages
dangerous weapon :: n. any gun, knife, sword, crossbow, slingshot or o ... igence and possibly win a judgment.
declaratory judgment :: n. a judgment of a court which determines the righ ... ys it. See also: declaratory relief
deposition :: n. the taking and recording of testimony of a witn ... See also: deponent depose discovery
dismiss :: v. the ruling by a judge that all or a portion (on ... nst that party. See also: dismissal
election of remedies :: n. an outmoded requirement that if a plaintiff (pa ... dence has not been fully presented.
employee :: n. a person who is hired for a wage, salary, fee o ... ondeat superior scope of employment
employment :: n. the hiring of a person for compensation. It is ... ployment Workers' Compensation Acts
fraud :: n. the intentional use of deceit, a trick or some ... audulent conveyance intrinsic fraud
garnish :: v. to obtain a court order directing a party holdi ... ed. See also: garnishee garnishment
good cause :: n. a legally sufficient reason for a ruling or oth ... od cause shown, the court orders:."
hearsay rule :: n. the basic rule that testimony or documents whic ... interest dying declaration hearsay
implied :: adj., adv. referring to circumstances, conduct or ... nt implied consent implied warranty
implied contract :: n. an agreement which is found to exist based on t ... : contract express contract implied
injunction :: n. a writ (order) issued by a court ordering someo ... t. See also: injunctive relief writ
inquest :: n. 1) an investigation and/or a hearing held by th ... surrogate judge. See also: coroner
installment contract :: n. an agreement in which payments of money, delive ... n contract failure of consideration
interest :: n. 1) any and all, partial or total right to prope ... nal property real property standing
interpleader :: n. the procedure when two parties are involved in ... e claimants fight over it in court.
interrogatories :: n. a set of written questions to a party to a laws ... ing. See also: deposition discovery
intervene :: v. to obtain the court's permission to enter into ... ntion joinder multiplicity of suits
intervention :: n. the procedure under which a third party may joi ... rvene joinder multiplicity of suits
invasion of privacy :: n. the intrusion into the personal life of another ... randeis. See also: right to privacy
joinder :: n. the joining together of several lawsuits or sev ... er misjoinder multiplicity of suits
jury :: n. one of the remarkable innovations of the Englis ... hallenge sequester venire voir dire
jury fees :: n. the rather minimal amount paid each day to juro ... ees as a court cost. See also: jury
last clear chance :: n. a rule of law in determining responsibility for ... contributory negligence negligence
lawsuit :: n. a common term for a legal action by one person ... See also: case cause of action suit
liability :: n. one of the most significant words in the field ... bility joint tortfeasors negligence
libel :: 1) n. to publish in print (including pictures), wr ... libel per se public figure slander
limited liability :: n. the maximum amount a person participating in a ... ted damages partnership shareholder
liquidated damages :: n. an amount of money agreed upon by both parties ... airness. See also: contract damages
manslaughter :: n. the unlawful killing of another person without ... laughter. See also: homicide murder
misjoinder :: n. the inclusion of parties (plaintiffs or defenda ... ent transactions. See also: joinder
mistake :: n. 1) an error in comprehending facts, meaning of ... time. See also: contract rescission
motion for a summary judgment :: n. a written request for a judgment in the moving ... strict procedures. See also: motion
necessary party :: n. a person or entity whose interests will be affe ... o: indispensable party proper party
negligence :: n. failure to exercise the care toward others whic ... gence per se res ipsa loquitur tort
no contest :: n. in criminal law, a defendant's plea in court th ... : nolo contendere plea plea bargain
notice :: n. 1) information, usually in writing in all legal ... Thirty-day notice three-day notice
novation :: n. agreement of parties to a contract to substitut ... . See also: accord and satisfaction
nuisance :: n. the unreasonable, unwarranted and/or unlawful u ... evening). See also: public nuisance
order to show cause :: n. a judge's written mandate that a party appear i ... vernmental agency. See also: O.S.C.
partial breach :: n. the failure to meet a term of a contract which ... g in the missing or expected items.
party :: n. 1) one of the participants in a lawsuit or othe ... y real party in interest respondent
party of the first part :: n. reference in a written contract to identify one ... ies another party to the agreement.
peremptory challenge :: n. the right of the plaintiff and the defendant in ... challenge for cause jury voir dire
process :: n. in law, the legal means by which a person is re ... service of process subpena summons
promise :: 1) n. a firm agreement to perform an act, refrain ... so: consideration contract covenant
proper party :: n. a person or entity who has an interest (financi ... lf. See also: necessary party party
quantum meruit :: : (kwahn-tuhm mare-ooh-it) n. Latin for "as much a ... uit by implying a contract existed.
quiet title action :: n. a lawsuit to establish a party's title to real ... opposition. See also: notice title
ratify :: v. to confirm and adopt the act of another even th ... ligation. See also: agent principal
repudiation :: n. denial of the existence of a contract and/or re ... also: anticipatory breach contract
rescind :: v. to cancel a contract, putting the parties back ... celling party. See also: rescission
servant :: n. an employee of an employer, technically one who ... ndent contractor master and servant
service :: n. 1) paid work by another person, either by contr ... ersonal services service of process
severable contract :: n. an agreement which is made up of several separa ... e also: breach of contract contract
specific performance :: n. the right of a party to a contract to demand th ... artwork. See also: contract prayer
statute of limitations :: n. a law which sets the maximum period which one c ... ies. See also: demurrer laches toll
summary adjudication of issues :: n. a court order ruling that certain factual issue ... is made. See also: summary judgment
summary judgment :: n. a court order ruling that no factual issues rem ... tion summary adjudication of issues
third party :: n. a person who is not a party to a contract or a ... beneficiary third-party beneficiary
third-party beneficiary :: n. a person who is not a party to a contract but h ... tract as a third-party beneficiary.
trademark :: n. a distinctive design, picture, emblem, logo or ... ing trademark. See also: trade name
unconscionable :: adj. referring to a contract or bargain which is s ... ee also: adhesion contract contract
unlawful detainer :: n. 1) keeping possession of real property without ... Thirty-day notice three-day notice
venue :: n. 1) the proper or most convenient location for t ... ion. See also: forum non conveniens
wiretap :: n. using an electronic device to listen in on tele ... invasion of privacy probable cause
Workers' Compensation Acts :: n. state statutes which establish liability of emp ... rs' compensation insurance company.
wrongful death :: n. the death of a human being as the result of a w ... ual beneficiaries (family members).
wrongful termination :: n. a right of an employee to sue his/her employer ... ing an employee's grounds for suit.

Popular Law Searches

legal definition ministerial act :: n. an act, particularly of a governmental employee ... exercising any individual judgment.
chancery legal definition :: n. a court that can order acts performed. Today ch ... ts in most states. See also: equity
testamentary disposition legal definition :: n. how the terms of a will divide the testator's ( ... named beneficiaries. See also: will
contract of sufferance :: n. a "hold-over" tenancy after a lease has expired ... y tenancy at will unlawful detainer
forthwith legal definition :: adv. a term found in contracts, court orders and s ... mediacy, with no excuses for delay.
forthwith definition legal :: adv. a term found in contracts, court orders and s ... mediacy, with no excuses for delay.
what is to wit in a legal contract :: prep. that is to say. Example: "the passengers in ... tty Bumgartner and Sherry Younger."
mirror wills legal definition :: n. the wills of a husband and wife which are ident ... d each names the other as executor.
clean hands doctrine latin :: n. a rule of law that a person coming to court wit ... ices. See also: affirmative defense
sine qua non only relates to contract law :: (see-nay kwah nahn) prep. Latin for "without which ... qua non of the injury to Playmate.

Other Law Terms - I

i.e. :: prep. abbreviation for id est, which is Latin for ... "e.g.," which means "for example."
illegal :: 1) adj. in violation of statute, regulation or ord ... . See also: alien illegal immigrant
illegal immigrant :: n. an alien (non-citizen) who has entered the Unit ... ion date of a visa. See also: alien
illusory promise :: n. an agreement to do something that is so indefin ... he may have thought was a contract.
immaterial :: adj. a commonly heard objection to introducing evi ... ons. See also: irrelevant objection
immediately :: adv. 1) at once. 2) in orders of the court or in c ... oon as can be done" without excuse.
immunity :: n. exemption from penalties, payments or legal req ... ws. See also: governmental immunity
impanel :: v. to select and install a jury. See also: impanel ... l a jury. See also: impaneling jury
impaneling :: n. the act of selecting a jury from the list of po ... e juror jury panel venire voir dire
impeach :: v. 1) to discredit the testimony of a witness by p ... ve been found guilty by the Senate.
impeachment :: n. 1) discrediting a witness by showing that he/sh ... the trial itself. See also: impeach
impleader :: n. a procedural device before trial in which a par ... than having two suits in a series.
implied :: adj., adv. referring to circumstances, conduct or ... nt implied consent implied warranty
implied consent :: n. consent when surrounding circumstances exist wh ... aybe" or "later." See also: implied
implied contract :: n. an agreement which is found to exist based on t ... : contract express contract implied
implied covenant of good faith and fair dealing :: n. a general assumption of the law of contracts, t ... -long employment. See also: implied
implied warranty :: n. an assumption at law that products are "merchan ... er. See also: caveat emptor implied
impossibility :: n. when an act cannot be performed due to nature, ... cel) a contract. See also: contract
impotence :: n. the male's inability to copulate. Impotence can ... eans inability to produce children.
impound :: v. 1) to collect funds, in addition to installment ... cases. See also: forfeit forfeiture