Taylor Equipment, Inc. v. John Deere Co.

Deere's (defendant) dealer contract with Midcon (plaintiff) gave Deere an express, unconditional right to disapprove any assignment of the dealership; after Midcon fell behind on payments and sought to assign the dealership to a buyer, Deere refused to approve the assignment unless the buyer added equity capital, and Midcon eventually assigned to different buyers for far less money, then sued Deere for breaching the implied covenant of good faith by withholding approval.