On July 29, 2024, Justice Bannon of the New York County Commercial Division issued a decision in Brighthill Capital, LLC v. Abrams, 2024 NY Slip Op. 32639(U), dismissing a claim for breach of the covenant of good faith and fair dealing as duplicative of a breach of contract claim, explaining:
Brighthill’s second cause of action must be dismissed as duplicative of its’ breach of contract claim. Implicit in all contracts is a covenant of good faith and fair dealing in the course of contract performance. Stated otherwise, a breach of the covenant of good faith and fair dealing is a breach of the contract itself, such that a breach of the implied covenant of good faith and fair dealing claim must be dismissed as duplicative if it arises out of the same facts as a breach of contract claim.
In opposition to Abrams’ motion, Brighthill argues that its breach of the implied covenant of good faith and fair dealing claim is not duplicative by pointing to specific allegations made in the amended complaint that are not governed by the Engagement Letter. However, Brighthill’s allegations against Abrams in the amended complaint with respect to this claim includes conduct that is governed by the Engagement Letter, such as, inter alia, that Abrams failed to cooperate and communicate with Brighthill, which requires Abrams to provide Brighthill access to SiO2’s officers and other employees, made false statements to potential investors, which requires Abrams to provide potential investors with an opportunity to ask questions and receive answers, and attempted to circumvent the Engagement Letter (the introduction to the Engagement Letter provides that Brighthill is exclusively engaged by Abrams). Furthermore, Brighthill seeks the same $67.5 million in damages for this claim as it does for its breach of contract claim. Where a cause of action for breach of the implied covenant of good faith and fair dealing is based on the same operative facts and seeks the same damages as a cause of action for breach of contract, the good faith claim is duplicative and should be dismissed.
(Internal quotations and citations omitted).