On February 22, 2022, the First Department issued a decision in Delucca v. Hayfin Capital Holdings Ltd., 2022 NY Slip Op. 01119, holding that a “no bad faith” clause barred dismissal of a claim for the breach of the covenant of good faith and fair dealing, explaining:
The court properly dismissed the implied covenant of good faith and fair dealing claim under the purchase agreement, as duplicative of the express contract claim. However, the implied covenant claim as to the side letter was not duplicative, because there is no “no bad faith action” clause in the side letter.
(Internal citation omitted).