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Badgett v. Security State Bank

Supreme Court of Washington

807 P.2d 356 (1991)

Relevant factsFree

Badgett (plaintiff) had borrowed money from Security State Bank (defendant) to enter the dairy business. When Badgett later decided to retire from dairying, he proposed that Security consider letting him pay off his loan using proceeds from a federal Dairy Termination Program payment he hoped to win through a competitive bid. Security's loan committee refused to even consider the proposal, and Badgett's bid for the program was ultimately unsuccessful. After Badgett stopped making loan payments and later agreed to sell his dairy assets to satisfy the debt, he sued Security, claiming its refusal to consider his proposal breached the implied covenant of good faith and fair dealing. The trial court ruled for Security, but the court of appeals reversed, and Security appealed to the state supreme court.

IssueFree

Whether the implied obligation of good faith and fair dealing in a contract requires a party to accept or even consider the other party's proposed material modification to the contract's existing terms.

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