Gladys Fleetwood v. Stanley Steemer International

MEMORANDUM

1. The district court did not err in granting summary judgment to Stanley Steemer International on Appellants’ claim that Stanley Steemer breached the implied duty of good faith and fair dealing with regard to its contractual duty to provide advice, counseling, and management assistance. The covenant of good faith cannot override the express terms of the parties’ agreement. It does not “obligate a party to accept a material change in the terms ... [n]or does it inject substantive terms into the parties’ contract.” Badgett v. Sec. State Bank, 116 Wash.2d 563 , 807 P.2d 356, 360 (1991) (internal quotation marks and citations omitted). At most, Appellants have evidenced only that the advice Stanley Steemer provided was unsound. See In re Sizzler Rests. Int’l, Inc., 225 B.R. 466, 474-76 (Bankr.C.D.Cal.1998) (“actual dishonesty” or actions outside accepted commercial practices required to show bad faith). The franchise agreement expressly acknowledged that there were risks involved in purchasing a franchise and advised Appellants to seek outside advice. There is no evidence in the record that Stanley Steemer knew that Fleet-wood’s franchise was “out of control” or “going to…