Carma Developers (Cal.), Inc. v. Marathon Development California, Inc

In Carma Developers (Cal.), Inc. v. Marathon Development California, Inc. (1992) 2 Cal.4th 342, the commercial lease between the plaintiff tenant and the defendant landlord gave the landlord the unrestricted discretion to terminate the lease in the event that the tenant notified the landlord of its intent to sublease the property. (Id. at pp. 351-352.) The lease also expressly permitted the landlord to pursue a new lease directly with the tenant's proposed sublessee in the event the landlord exercised its right to terminate the lease. (Id. at p. 352.) During the term of the lease, the tenant notified the landlord of its intent to sublease and the landlord exercised its right to terminate the lease. (Carma, supra, 2 Cal.4th at p. 352.) The landlord then engaged in negotiations directly with the proposed subtenant for a new lease. The tenant sued the landlord for, inter alia, breach of the implied covenant of good faith and fair dealing. (Ibid.) The trial court granted summary adjudication in favor of the tenant on the cause of action for breach of the implied covenant, and the Court of Appeal affirmed. (Id. at p. 353.) In reversing the Court of Appeal's decision affirming the summary adjudication order on the implied covenant cause of action, the Supreme Court in Carma, supra, 2 Cal.4th 342, observed: "'"Every contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement." (Rest.2d Contracts, 205.) In short, a commercial lease expressly gave the lessor the right to terminate the lease and recapture the leasehold upon notice of the tenant's intent to sublet. After the tenant relocated its headquarters out of the area, it submitted a notice of intent to sublet approximately 80 percent of the premises. The lessor responded with a notice of termination and then (unsuccessfully) pursued negotiations of a new lease with the proposed subtenant, seeking to secure for itself the higher rents. The tenant obtained a judgment for breach of the implied covenant of good faith and fair dealing, but the Supreme Court directed that judgment be entered in favor of the lessor. The court held as a matter of law that because the lessor's termination of the lease was expressly permitted by the lease and clearly within the parties' expectations, such conduct could never violate an implied covenant of good faith and fair dealing. ( Carma, supra, 2 Cal. 4th at pp. 351, 371-376.) The Carma court reasoned as follows: "It is universally recognized that the scope of conduct prohibited by the covenant of good faith is circumscribed by the purposes and express terms of the contract. . . . . . . We are aware of no reported case in which a court has held the covenant of good faith may be read to prohibit a party from doing that which is expressly permitted by an agreement. On the contrary, as a general matter, implied terms should never be read to vary express terms. 'The general rule regarding the covenant of good faith is plainly subject to the exception that the parties may, by express provisions of the contract, grant the right to engage in the very acts and conduct which would otherwise have been forbidden by an implied covenant of good faith and fair dealing. . . . This is in accord with the general principle that, in interpreting a contract "an implication . . . should not be made when the contrary is indicated in clear and express words." . . . As to acts and conduct authorized by the express provisions of the contract, no covenant of good faith and fair dealing can be implied which forbids such acts and conduct. And if defendants were given the right to do what they did by the express provisions of the contract there can be no breach.' " (Carma, supra, 2 Cal. 4th at pp. 373-374.)