context: The facts will only be repeated here where necessary to explain our decision. Under Ohio law, a claim for breach of an implied covenant of good faith must be based on a fiduciary or other special relationship mutually recognized by the parties to the agreement.
citation_a.signal: see also
citation_a.identifier: 961 F.Supp. 203, 207
citation_a.parenthetical: Ohio cases finding implied duty turned on the fact that the relationship was an agency
citation_a.sentence: Sammarco v. Anthem Ins. Cos., Inc., 131 Ohio App.3d 544, 723 N.E.2d 128, 135-6 ( 1998) (where there is no fiduciary or other such special relationship between the parties to the contract, the imposition of a duty of good faith and fair dealing is not justified and a termination based upon legitimate economic interests, such as to increase profits, will not give rise to a claim of bad faith); see also Tanksley & Assoc. v. Willard Indus., Inc., 961 F.Supp. 203, 207 (S.D.Ohio 1997) (Ohio cases finding implied duty turned on the fact that the relationship was an agency). Here, there was no evidence of such a relationship; CDM was merely Complete and Gerry’s independent contractor.
citation_b.signal: no signal
citation_b.identifier: 723 N.E.2d 128, 135-6
citation_b.parenthetical: where there is no fiduciary or other such special relationship between the parties to the contract, the imposition of a duty of good faith and fair dealing is not justified and a termination based upon legitimate economic interests, such as to increase profits, will not give rise to a claim of bad faith
citation_b.sentence: Sammarco v. Anthem Ins. Cos., Inc., 131 Ohio App.3d 544, 723 N.E.2d 128, 135-6 ( 1998) (where there is no fiduciary or other such special relationship between the parties to the contract, the imposition of a duty of good faith and fair dealing is not justified and a termination based upon legitimate economic interests, such as to increase profits, will not give rise to a claim of bad faith); see also Tanksley & Assoc. v. Willard Indus., Inc., 961 F.Supp. 203, 207 (S.D.Ohio 1997) (Ohio cases finding implied duty turned on the fact that the relationship was an agency). Here, there was no evidence of such a relationship; CDM was merely Complete and Gerry’s independent contractor.