context: Obligations arising under output and requirements contracts are also routinely subjected to good faith limitations because the buyer and seller have "some discretion" to determine their requirements and outputs.
citation_a.signal: see
citation_a.identifier: 740 F.2d 780, 789
citation_a.parenthetical: "courts will imply a promise that the buyer's requirements be in good faith"
citation_a.sentence: E. Farnsworth, Contracts § 7.17, at 528 (1982); see Kansas Power & Light Co. v. Burlington Northern R.R. Co., 740 F.2d 780, 789 (10th Cir.1984), cert dismissed, 469 U.S. 1200, 105 S.Ct. 1155, 84 L.Ed.2d 308 (1985) (“courts will imply a promise that the buyer’s requirements be in good faith”); Southwest Natural Gas Co. v. Oklahoma Portland Cement Co., 102 F.2d 630, 632-33 (10th Cir.1939) (“Requirements contract imposes upon the buyer the obligation to act in good faith”); see also Lambert Corp. v. Evans, 575 F.2d 132, 137-38 (7th Cir.1978) (provision that buyer agreed to “pay as used” for seller’s inventory did not require buyer to use all inventory, but it did imply an obligation of good faith to use inventory amounts dictated by “business judgment” and not merely “to avoid contractual obligations”); HML Corp. v. General Foods Corp., 365 F.2d 77, 81 (3d Cir.1966) (“buyer in a requirements contract is required merely to exercise good faith in determining his requir ements”).
citation_b.signal: see also
citation_b.identifier: 575 F.2d 132, 137-38
citation_b.parenthetical: provision that buyer agreed to "pay as used" for seller's inventory did not require buyer to use all inventory, but it did imply an obligation of good faith to use inventory amounts dictated by "business judgment" and not merely "to avoid contractual obligations"
citation_b.sentence: E. Farnsworth, Contracts § 7.17, at 528 (1982); see Kansas Power & Light Co. v. Burlington Northern R.R. Co., 740 F.2d 780, 789 (10th Cir.1984), cert dismissed, 469 U.S. 1200, 105 S.Ct. 1155, 84 L.Ed.2d 308 (1985) (“courts will imply a promise that the buyer’s requirements be in good faith”); Southwest Natural Gas Co. v. Oklahoma Portland Cement Co., 102 F.2d 630, 632-33 (10th Cir.1939) (“Requirements contract imposes upon the buyer the obligation to act in good faith”); see also Lambert Corp. v. Evans, 575 F.2d 132, 137-38 (7th Cir.1978) (provision that buyer agreed to “pay as used” for seller’s inventory did not require buyer to use all inventory, but it did imply an obligation of good faith to use inventory amounts dictated by “business judgment” and not merely “to avoid contractual obligations”); HML Corp. v. General Foods Corp., 365 F.2d 77, 81 (3d Cir.1966) (“buyer in a requirements contract is required merely to exercise good faith in determining his requir ements”).