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Define breach of peace washington state9/12/2023 ![]() This is because, during the course of a contract, if the other party asks you for help and you do not provide it because the contract terms do not require you to do so, you may have unintentionally breached the agreement. It is important that you and your business understand what your obligations are under a contract-not just the actual contract terms, however, but also the implicit terms, like the duty of good faith and fair dealing. Thus, in the example above, when the franchisor failed to help you with marketing or refused to meet with your investors, the franchisor may have breached the duty of good faith and fair dealing and you may be excused from paying the franchise fees. The theory behind this principle is that a party cannot interfere with or fail to cooperate with your performance and then complain about it. ![]() In other words, your performance in a contract does not need to be completed-and you won’t be considered to have breached the contract-if the other party is interfering with or fails to cooperate with your performance. This means that your performance under a contract is excused-or does not need to happen-if your performance is prevented or hindered by the other party to the contract. Interfering with or Failing to Cooperate in the Other Party’s PerformanceĪs stated above, each party to a contract has a duty to do everything that the contract assumes he or she will do to accomplish its purpose. Let’s further analyze this last example because, as stated above, most executives and attorneys do not realize that some jurisdictions include it in the duty of good faith and fair dealing. In general, the duty of good faith and fair dealing means, for example, that parties cannot evade the spirit of the bargain, lack diligence or slack off, perform incorrectly on purpose, abuse their power when specifying the terms of a contract, or interfere with or fail to cooperate in the other party’s performance. ![]() It generally requires that a party cannot act contrary to the “spirit” of the contract, even if you give the opposing party notice that you intend to do so. “Fair dealing” usually requires more than just honesty. The obligation to perform in good faith exists even in contracts that expressly allow either party to terminate the contract for any reason. “Good faith” has generally been defined as honesty in a person’s conduct during the agreement. When deciding whether the duty of good faith and fair dealing was breached, courts analyze the facts and determine what is fair under the circumstances. There is no specific definition, however, of this duty and courts have discretion to determine its scope. This duty requires that neither party will do anything that will destroy or injure the right of the other party to receive the benefits of the contract. In general, every contract contains an implied duty of good faith and fair dealing. This post will explain what the duty of good faith and fair dealing is and how a party can breach that duty by interfering with or failing to cooperate in the other party’s performance. This is important because even if your contract does not explicitly require you to cooperate or if your contract does not explicitly state that you must not interfere, the duty of good faith and fair dealing may require you to do so or else you risk breaching the agreement. Most executives and companies-and even attorneys-however, do not realize that this duty may require that parties not interfere with or fail to cooperate in the other party’s performance. This is because every contract contains an implied duty of good faith and fair dealing in the performance and enforcement of the contract. In this situation, the franchisor may be liable to you for breach of the duty of good faith and fair dealing-even though you didn’t perform your end of the bargain.
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