Centronics v. Genicom
|Centronics v. Genicom|
|Court||New Hampshire Supreme Court|
|Citation||562 A.2d 187|
|Date decided||August 16, 1989|
Centronics Corporation ("Centronics") entered into a contract to sell business assets to Genicom Corporation ("Genicom").
- Centronics = seller
- Genicom = buyer
- The goods were books. Disputes were to be arbitrated by a New York accounting firm.
The 2 parties closed the deal on February 13th 1987 with a purchase price of $76,000,000. Genicom placed $5,000,000 in escrow (3rd party) & paid Centronics the balance of $71,000,000.In March 1987, Centronics revised the balance sheet to $83,000,000.
Centronics went to the arbitrator because Genicom didn't want to pay the revised & higher purchase price.
Centronics sued Genicom for violation of the duty of Good Faith & Fair Dealing.The trial court found that Centronics was seeking a revision of the contract--not the enforcement of good faith in contract performance. The court ruled in favor of Genicom.
Does a duty of good faith apply to a contract in which a party has the discretion to deprive the other party of a portion of the contract's value?What is the duty of good faith in contractual arrangements?
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