It is clear that the doctrine of good faith and the use of supplemental interpretation to reach a result consistent with the result that would be reached by parties bargaining in good faith is a common feature of American contract law. See, e.g., Market Street Associates Ltd. Partnership v. Frey, 941 F.2d 588, 595 (7th Cir. 1991) ('The concept of the duty of good faith . . . is a stab at approximating the terms that parties would have negotiated had they foreseen the circumstances that have given rise to their dispute.')
On the obligations that accompany contracts, the Market Street court stated that 'the parties to a contract are embarked on a cooperative venture, and a minimum of cooperativeness in the event unforeseen problems arise at the performance stage is required even if not an explicit duty of the contract.' 941 F.2d at 595. A court's purpose is to uphold the 'overriding purpose of contract law, which is to give the parties what they would have stipulated for expressly if at the time of making the contract they had complete knowledge of the future and the costs of negotiation and adding provisions to the contract had been zero.' Id. at 596. Georgia has long recognized the duty of good faith among contracting parties, and the necessity to supplement implied terms on rare occasions. See, e.g., Kleiner v. First Nat. Bank of Atlanta, 581 F. Supp. 955, 960 n.5 (N.D. Ga. 1984) ('Under Georgia law, good faith is an element of every contract.'); Higginbottom v. Thiele Kaolin Co., 251 Ga. 148, 304 S.E.2d 365, 366 (Ga. 1983) (Courts 'will imply promises or duties when justice, good faith, or fairness so demand.')
The duty of good faith can compensate for vagueness in a binding agreement so as to prevent invalidation of a contract clearly intended by the parties. Every contract contains an implied covenant of good faith and fair dealing, in which each party agrees not to injure the rights of the other to receive benefits under that agreement. Dalton v. Educ. Testing Serv., 87 N.Y.2d 384, 396, 663 N.E.2d 289, 639 N.Y.S.2d 977, 984 (1995); Bicycle Transit Auth., Inc. v. Bell, 314 N.C. 219, 228-29, 333 S.E.2d 299, 305 (1985). Judge Cardozo's opinion in Wood v. Lucy, Lady Duff Gordon, 222 N.Y. 88, 118 N.E. 214 (1917), underpins the analysis here. In that case, the defendant Lady Duff Gordon, a self-styled 'creator of fashions,' agreed with the plaintiff Otis Wood that he would have the exclusive right, subject to her approval, to sell her designs, to license others to market them, and to place her endorsement on the designs of others. As Cardozo phrased it, 'she employed the plaintiff to turn this vogue into money.' Id. at 90. Under the agreement, Lady Duff Gordon was to receive one half of 'all profits and revenues' derived from contracts made by the defendant involving her work. Id. at 90. The defendant sued Lady Duff Gordon, claiming that she had placed her endorsement on various products without his knowledge and kept the profits for herself. Lady Duff Gordon claimed in response that the original agreement between herself and Wood was unenforceable and illusory because it failed to specify Wood's obligation to sell and market her designs.
In Wood, the Court held that although the contract between the parties did not spell out each party's obligations, the law has outgrown its primitive stage of formalism when the precise word was the sovereign talisman, and every slip was fatal. It takes a broader view to-day. A promise may be lacking, and yet the whole writing may be instinct with an obligation, imperfectly expressed. If that is so, there is a contract. Id. at 91 (internal quotation marks omitted).
The Court found the implication of a binding promise between the parties from numerous aspects of the agreement. Lady Duff Gordon gave Wood the 'exclusive' right to market her creations; she must have expected him to perform, because her business would have ceased to exist without him. Additionally, Lady Duff Gordon's sole compensation was to be one-half of the profits: Therefore unless Wood made reasonable efforts under the agreement, she could recover nothing under its terms, defeating the 'business efficacy' that both parties must have desired when they made the agreement. Id. The contract between Wood and Lady Duff Gordon was upheld, and generated a body of law in which the duty of good faith upheld binding agreements with scant details. See Curtis Props. Corp. v. Greif Cos., 212 A.D.2d 259, 265-66, 628 N.Y.S.2d 628, 632 (1st Dep't 1995); Ultra Innovations, Inc. v. Food Lion, Inc., 130 N.C. App. 315, 317-18, 502 S.E.2d 685, 687 (1998); 2 Corbin § 5.27 ('The finding of implied promises is more common today than in the era before the Wood case. Courts recognize that if the parties intend a contract, rather than a nullity, implying promises to avoid the finding of illusoriness or indefiniteness protects the reasonable expectation of the parties engendered by the agreement.').