Consumers International, Inc. v. Sysco Corp.

951 P.2d 897 (Ariz. 1997)

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Nature of the Case

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Facts

P and D entered into a written 'Master Distribution Agreement.' The agreement provided that D would serve as supplier of at least eighty percent of the enumerated foodservice products that P distributed to its retail customers. The agreement expressly allowed for termination by either party upon sixty (60) days prior written notice to the other party. D sent P just such a termination notice. P then sued D claiming that D breached the implied covenant of good faith and fair dealing. P contends that the agreement implicitly contained an 'implied covenant that the right of termination would only be exercised in good faith.' D moved for summary judgment. The court found the parties dealt at arms’ length, they both had counsel, and both were aware of the clause permitting termination without cause. The court also found no violation of public policy. The court granted summary judgment, and P appealed