Grubmarket, Inc. v Thai

Holding The court affirmed the denial of the motion to dismiss the first counterclaim for breach of contract but granted the motion to dismiss the second counterclaim for breach of the implied covenant of good faith and fair dealing. The dismissal of the second counterclaim was warranted because the allegations sought tort remedies or were duplicative of the contract claim, and the employment agreement permitted termination at will.

The court’s words

the documentary evidence utterly refutes plaintiff's factual allegations, conclusively establishing a defense as a matter of law

2026 NY Slip Op 05940, at the official text

the implied covenant exists merely to prevent one contracting party from unfairly frustrating the other party's right to receive the benefits of the agreement actually made

2026 NY Slip Op 05940, at the official text

compensation for breach of the implied covenant of good faith and fair dealing is limited to contract rather than tort remedies

2026 NY Slip Op 05940, at the official text

imposes no independent limits on an employer's prerogative to dismiss employees

2026 NY Slip Op 05940, at the official text