Steinberg

MEMORANDUM **

The parties are familiar with the underlying facts of this case which need not be restated here. Reviewing the district court’s findings of fact for clear error and its conclusions of law de novo, see Stratosphere Litigation L.L.C. v. Grand Casinos, Inc., 298 F.3d 1137, 1142 (9th Cir.2002), we affirm the district court’s declaration that ITIG is the rightful owner of the 1,100,000 shares of Gundle/SLT Environmental, Inc. Common Stock (“Gundle shares”) under the 1997 Stock Subscription Agreement (“1997 Agreement”). Washington law recognizes an implied duty of good faith and fair dealing in performing contracts so that each party may reap the full benefits of performance. See, e.g., Keystone Land & Dev. Co. v. Xerox Corp., 152 Wash.2d 171 , 94 P.3d 945 , 949 (2004); Badgett v. Sec. State Bank, 116 Wash.2d 563 , 807 P.2d 356, 360 (1991). The district court concluded that Appellants materially breached the 1997 Agreement because Pro Air acted in bad faith when conducting the private placement. Specifically, the district court found bad faith because: (1) Pro Air’s President did not inform the President of Wembley Ltd. that the private placement raised no funds until a…