Duration Municipal Fund, L.P. v. J.P. Morgan Securities Inc.

77 A.D.3d 474, 908 N.Y.S.2d 684

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: October 14, 2010
• Status: Published

Opinion

Judgment, Supreme Court, New York County (Bernard J. Fried, J.), entered September 23, 2009, dismissing this action for breach of implied covenant of good faith and fair dealing, unanimously affirmed, with costs.

A cause of action based upon a breach of a covenant of good faith and fair dealing requires a contractual obligation between the parties (see Phoenix Capital Invs. LLC v Ellington Mgt. Group, L.L.C., 51 AD3d 549, 550 [2008]; Triton Partners v Prudential Sec., 301 AD2d 411 [2003]). Here, plaintiffs cannot sustain their claim for breach of the convenant of good faith and fair dealing because the contractual relationships governing the relevant transactions were between plaintiffs and an entity other than defendant, namely, a nonparty affiliate of defendant. Indeed, the contract in question specifically contemplates that the transactions complained of will be governed by other agreements, but none of the agreements referred to were between plaintiffs and defendant. Furthermore, the complaint does not allege facts that J.E Morgan Securities Inc. acted in bad faith.

In light of our determination, we need not reach the parties’ remaining arguments. Concur—Friedman, J.P., DeGrasse, Freedman and Richter, JJ. [Prior Case History: 25 Misc 3d 1203(A), 2009 NY Slip Op 51962(U).]