On August 15, 2024, the First Department issued a decision in DirecTV, LLC v. Nexstar Broadcasting, Inc., 2024 NY Slip Op. 04225, examining the narrow limits of an implied covenant claim, explaining:
Supreme Court should also have dismissed plaintiff’s implied covenant claim. The implied covenant of good faith is a limited one, as courts will imply an obligation of good faith only in aid and furtherance of other terms of the agreement. A party who asserts such a claim bears a heavy burden of showing not merely that it would have been better or more sensible to include such a covenant within the literal terms of the agreement, but rather that the particular unexpressed promise sought to be enforced is in fact implicit in the agreement viewed as a whole. Plaintiff has not met such a heavy burden here, particularly since the agreement’s plain terms are directly contrary to plaintiff’s arguments for recovery.
(Internal quotations and citations omitted).