contract-law new-york-state
Breach of contract implies bad faith in New York?
<p><a href="https://katskykorins.com/a-narrow-lane-navigating-claims-for-breach-of-the-duty-of-good-faith-and-fair-dealing/" rel="nofollow noreferrer">Apparently in New York, breach of contract implies bad faith in New York, so there is no necessity in making a separate complaint of bad faith when filing for breach of contract.</a></p>
<p>However, this seems kind of irrational to me because obviously a person can fail to fulfill a contract through no fault of their own due to accident or bad business planning or whatever and none of these ordinary causes for failure to perform involve acting in bad faith.</p>
<p>Furthermore, I thought bad faith claims were important because if, for example, a debtor acts in bad faith, then they may not be able to receive protection in bankruptcy for example.</p>
<p>What am I missing here?</p>

<p>I belive you have misread the linked article: &quot;A Narrow Lane: Navigating Claims for Breach of the Duty of Good Faith and Fair Dealing&quot;/ It says thst all conrtreacts involve a duty of good faith:</p>
<blockquote>
<p>It is a settled principle of New York law that “all contracts imply a covenant of good faith and fair dealing in the course of performance.”  <em>511 W. 232nd Owners Corp. v. Jennifer Realty Co.</em>, 98 N.Y.2d 144, 153 (2002) (collecting cases).  Courts have described this covenant as a duty “encompassing any promises which a reasonable person in the position of the promisee would be justified in understanding were included and which are not inconsistent with the contract.”</p>
</blockquote>
<p>It goes on to say that it is tempting for a plaintiff to include a bad faith claim in any contract dispute:</p>
<blockquote>
<p>After all, most plaintiffs probably believe that the defendant did not act in good faith and/or that the result was unfair.</p>
</blockquote>
<p>But it says that courts are reluctant to honor such claims in ordinary contract disputes:</p>
<blockquote>
<p>... courts are loath to make rulings that might vary the terms to which the parties agreed.  A party’s conduct either breaches the terms of the agreement or it does not; if it does not, that is generally the end of the line for a breach of contract claim.  A party seeking to impose an additional duty on the ground that it is “implied” <strong>bears a heavy burden</strong>.</p>
<p>In short, claims for breach of the duty of good faith and fair dealing <strong>fail far more often than they succeed</strong>.  This article explores some of the nuances that make such claims <strong>particularly thorny</strong>.</p>
<p>... “[t]he law encourages ‘efficient breaches’”; that is, breaches committed based on the breaching party’s calculated determination that it “will still profit after compensating the other party for that party’s expectancy interest.”  28A N.Y. Prac. Contract Law § 23.2.  Absent a specific provision in the contract that requires good faith, a “bad faith breach” is no different from any other.</p>
<p>... although a claim for breach of the duty of good faith and fair dealing requires that the parties have a valid contract ..., such a claim will fail if it is based on the same alleged conduct that forms the basis for a cause of action for breach of the contract’s express terms.  See <em>Kim v. Francis</em>, 184 A.D.3d 413, 414 (1st Dept. 2020).</p>
</blockquote>
<p>So the article explicitly says that a claim for breach of contract  does <strong>not</strong> automatically imply a breach of good faith. To the contrary, something more is required.</p>
