合同与履行第 854 / 1632 题

The 'implied covenant of good faith and fair dealing' that accompanies most contracts requires that:

a.Every contract include an arbitration clause of one kind or another
b.The parties renegotiate the agreed contract price every single year
c.Neither party act to deprive the other of the bargain's benefits
d.Each party act to maximise the other party's profit

解析

California implies into every contract a covenant that neither party will do anything to injure the other's right to receive the benefits of the agreement. Its work is policing discretion the contract grants — an owner who withholds approvals to run the clock, a contractor who staffs a job too thinly to meet dates it agreed to. (d) is the usual overreach: the covenant protects the agreed bargain; it imposes no duty to advance the other side's profit, and it never adds a term the parties did not agree to. (b) invents an ongoing duty to renegotiate, which is the same error in a different form. (a) confuses an implied duty with a required clause — arbitration is voluntary, as the notice B&P §7191(b) prescribes says in terms.

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审核人 Abraham Chen — Licensed California General Contractor (CSLB License #1101856 — 核实)
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