This section contains the nature of the case and procedural background.

Badgett (P) took a loan from Security (D) to operate its dairy business. Three years later, they decided to quit the dairy business and asked for assistance in restructuring the loan to create a liquidation plan. One year later, P decided to get back into the dairy business, and a new loan was negotiated; a new clause indicated that advances or increased commitments for any purpose are not contemplated at this time and that the written agreement contains the entire loan agreement. Once again, P decided to get out of the business and proposed a payment of $1,300,000 of the $1,500,000 due on the loan. D did not accept the offer. Eventually the assets were liquidated by D. P sued D. The trial court granted summary judgment for D. The court of appeals reversed and remanded for a new trial: there was 'enough evidence to support a reasonable inference that the parties' course of dealing had created a good faith obligation on the part of D to consider P’s proposals' and that the existence of a course of dealing and good faith are issues of fact.

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