Court Declines To Imply A Notice Requirement Before A Contract Could Be Terminated In The Implied Covenant Of Good Faith And Fair Dealing

Posted: February 20, 2026 / Written by: Jeffrey M. Eilender, Thomas A. Kissane, Samuel L. Butt, Joshua Wurtzel, Channing J. Turner / Category Commercial

Court Declines To Imply A Notice Requirement Before A Contract Could Be Terminated In The Implied Covenant Of Good Faith And Fair Dealing

On January 9, 2026, Justice Andrea Masley granted, in part, a motion for summary judgment seeking dismissal of claims for breach of an employment agreement and the implied covenant of good faith and fair dealing based on arguments that notice should have been given upon termination of the agreement. In Michel Botbol v. Frosch International Travel, Inc., et al., Index No. 652006/2020, the plaintiff sought damages for unpaid salary in accordance with an employment agreement, while the defendants argued that the agreement had been terminated in accordance with its terms and the plaintiff had then been fired. Although it found disputes of fact concerning the breach of contract claim, the Court granted summary judgment dismissing the plaintiff’s claim for breach of the implied covenant of good faith and fair dealing. The Court explained:

Botbol contends that there was an implied contractual obligation in the Employment Agreement to provide Botbol with a notice of termination and that Frosch breached the duty of good faith and fair dealing by failing to notify Botbol of his termination and the reason for such termination. . . . While there are circumstances in which a court will imply a notice requirement, this is not such a case. . . . Here, the Employment Agreement’s §§ 9(A) and (E) provides for automatic termination. Meanwhile, §§ 9(C) and (F), explicitly formulate an obligation to provide written notice. . . . Where the parties have elected to include a notice requirement for select contract provisions but not others, inferring a notice requirement would violate the general rules of contract construction and amount to adding “an obligation that is not stated in the agreement, although it could easily have been included if that had been the parties’ intent.”

The attorneys at Schlam Stone & Dolan have extensive experience with employment agreements and related disputes. Contact the Commercial Division Blog Committee at commercialdivisionblog@schlamstone.com if you or a client have questions concerning such issues.