On January 9, 2026, Justice Masley of the New York County Commercial Division issued a decision in Botbol v. Frosch Intl. Travel, Inc., 2026 NY Slip Op. 30091(U), holding that the covenant of good faith and fair dealing did not require notice of termination of an employment contract, explaining:
Botbol contends that there was an implied contractual obligation in the Employment Agreement to provide Botbol with a notice of termination and that Frosch breached the duty of good faith and fair dealing by failing to notify Botbol of his termination and the reason for such termination, thereby depriving Botbol of the opportunity to submit the Separation Agreement and General Release necessary to receive payment after termination. Frosch seeks to dismiss Botbol’s second cause of action for breach of the duty of good faith and fair dealing on the ground that it is duplicative of Botbol’s breach of contract claim and insufficiently pled. Because the First Department has already held that Botbol’s claim of breach of the covenant of good faith and fair dealing is not duplicative of his breach of contract claim, the court only addresses whether the evidence demonstrates Frosch’s entitlement to judgment as a matter of law.
In New York, all contracts imply a covenant of good faith and fair dealing in the course of performance. Whether a covenant will be read into a contract where there is no express agreement to perform depends upon the intent of the parties gathered from the instrument and the surrounding circumstances. The party seeking enforcement of an implied covenant must prove not merely that it would have been better or more sensible to include such a covenant, but rather that the particular unexpressed promise sought to be enforced is in fact implicit in the agreement viewed as a whole. Nevertheless, no obligation can be implied which would be inconsistent with the other terms of the contractual relationship.
Botbol argues that under New York law, the duty of good faith and fair dealing implies a notice requirement. While there are circumstances in which a court will imply a notice requirement, this is not such a case. It is a well-established principle of contract interpretation that agreements are construed in accord with the parties’ intent and the best evidence of the parties’ intent is what they say in their writing. Thus, a written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms. Accordingly, where the contract expressly defines when defendant was required to give notice and the parties neglected to specifically include a requirement that defendant provide plaintiff with notice whenever an event of termination occurred, the Court may not imply one. Here, the Employment Agreement’s §§ 9(A) and (E) provides for automatic termination. Meanwhile, §§ 9(C) and (F), explicitly formulate an obligation to provide written notice. Sections 9(B) and (D) are silent as to any notice requirement, but § 9(B) requires that termination be subject to and in accordance with the Bylaws of Frosch. Where the parties have elected to include a notice requirement for select contract provisions but not others, inferring a notice requirement would violate the general rules of contract construction and amount to adding an obligation that is not stated in the agreement, although it could easily have been included if that had been the parties’ intent.
Moreover, a second principal of contract construction requires that in cases of doubt or ambiguity, a contract must be construed most strongly against the party who prepared it. It is undisputed that Botbol prepared the Employment Agreement. Therefore, Botbol had the opportunity to draft explicit notice requirements for termination but elected not to do so. For the foregoing reasons, the court finds that there is no implied notice requirement, and there can, thus, be no breach.
(Internal quotations and citations omitted).