On October 3, 2025, Justice Bannon of the New York County Commercial Division issued a decision in Skyline Bus. Capital LLC v. Tech Ready Mix Inc., 2025 NY Slip Op. 33820(U), holding that an implied covenant claim based on unilaterally and arbitrarily setting repayment terms was adequately alleged, explaining:
In the fifth counterclaim, denominated only as one for breach of the implied covenant of good faith and fair dealing, sounds in both a breach of contract and breach of the implied covenant of good faith and fair dealing. A breach of contract claim is sufficiently pleaded by alleging (1) the existence of a contract, (2) the party’s performance under the contract, (3) the opposing party’s breach of the contract, and (4) resulting damages. The covenant of good faith and fair dealing embraces a pledge that ‘neither party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract. The defendants allege that after they had provided access to the designated bank account as required by the contract, the plaintiff stole tens of thousands of dollars from the defendants’ bank account by unilaterally and arbitrarily setting the weekly payments so high that it materially impaired their ability to operate the business and destroyed their right to receive the fruits of the contract. To be sure, 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. That is because 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. Here, while the defendants may not ultimately prevail on this compound counterclaim, as alleged it is sufficient to survive dismissal at this juncture. Nor can it be said that the parties’ agreement resolves all factual issues as a matter of law and conclusively disposes of this counterclaim.
(Internal quotations and citations omitted).