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When the satisfactory performance of one party is to be judged by another party -- New York courts have required the party terminating the contract to act in good faith. In Baker v. Chock Full O'Nuts Corp., 292 N.Y.S.2d 58, 30 A.D.2d 329 (1st Dep't 1968), for example, where payment to an advertiser was contingent upon the client's 'satisfaction' with the completed promotional campaign, the court implied a requirement that the client terminate its arrangement only if motivated by ''an honest dissatisfaction with the performance.'' 292 N.Y.S.2d at 62, 30 A.D.2d at 333 (quoting 3A A. Corbin, Contracts § 647 at 104 (2d ed. 1960)). This principle -- that a contract containing a 'satisfaction clause' may be terminated only as a result of honest dissatisfaction -- would seem especially appropriate in construing publishing agreements. To shield from scrutiny the already chimerical process of evaluating literary value would render the 'satisfaction' clause an illusory promise, and place authors at the unbridled mercy of their editors. A corollary of this duty to appraise a writing honestly is an obligation on the part of the publisher not to mislead an author deliberately regarding the work required for a given project.


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