Seidenberg v. Summit Bank

Seidenberg and Raymond (plaintiffs), sophisticated insurance-brokerage founders represented by counsel, sold their firms to Summit Bank (defendant) under an agreement keeping them as executives with an expectation of employment until retirement absent termination by Summit; two years later, Summit fired them, and they sued alleging Summit ran the firms poorly and terminated them in bad faith, violating the implied covenant of good faith and fair dealing. The trial court dismissed, reasoning the parties had equal bargaining power (defeating any bad-faith claim) and that the executives were improperly trying to enforce an oral understanding barred by the parol evidence rule since it wasn't in the written agreement; they appealed.