Racine & Laramie, Ltd. v. Department of Parks & Recreation

In Racine & Laramie, Ltd. v. Department of Parks & Recreation (1992) 11 Cal.App.4th 1026, the parties were unsuccessful in negotiating modifications to a long-term concession contract. (Id. at p. 1028.) When the negotiations broke down, respondent brought suit against appellant for breach of the implied covenant of good faith and fair dealing. The plaintiff alleged that the defendant had an obligation to negotiate in good faith since the existing contract contained a clause that contemplated future negotiations for contract modification. A jury rendered a verdict in favor of respondent and awarded damages. (Id. at pp. 1029-1030.) The appellate court reversed the judgment and held, "there is no obligation to deal fairly or in good faith absent an existing contract. If there exists a contractual relationship between the parties, as was the case here, the implied covenant is limited to assuring compliance with the express terms of the contract, and cannot be extended to create obligations not contemplated in the contract. " (Id. at p. 1032.)