{"id":11390,"date":"2026-11-12T05:48:15","date_gmt":"2026-11-12T05:48:15","guid":{"rendered":"https:\/\/www.lawayala.com\/resources\/florida-contract-disputes-guide-tampa-area-businesses\/implied-covenant-good-faith-florida-business-contract\/"},"modified":"2026-11-12T05:48:27","modified_gmt":"2026-11-12T05:48:27","slug":"implied-covenant-good-faith-florida-business-contract","status":"publish","type":"page","link":"https:\/\/www.lawayala.com\/resources\/florida-contract-disputes-guide-tampa-area-businesses\/implied-covenant-good-faith-florida-business-contract\/","title":{"rendered":"Implied Covenant of Good Faith in Florida Business Contracts"},"content":{"rendered":"\n
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Business Litigation | Tampa, Florida<\/p>

When Your Contract Still Says Yes but the Deal Is Slipping Away<\/h1>

A written agreement does not always show the whole story. Here is how the way a contract is carried out can become a dispute for businesses in Tampa and across Hillsborough County.<\/p>

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By Eduardo A. Maura \u00b7 Published November 12, 2026<\/p>\n\n

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You signed a contract, and now the other side seems to be draining its value without breaking any clear term. If that sounds familiar, the implied covenant of good faith in a Florida business contract may be the issue.<\/p>\n

However, there are two limitations on such claims: (1) where application of the covenant would contravene the express terms of the agreement; and (2) where there is no accompanying action for breach of an express term of the agreement (QBE Insurance v. Chalfonte<\/a>). Here is how it works, where it shows up, and what records help.<\/p>\n

What Is the Implied Covenant of Good Faith and Fair Dealing?<\/h2>\n

Such claims are subject to two limitations, as QBE Insurance v. Chalfonte<\/a> explains: (1) where application of the covenant would contravene the express terms of the agreement; and (2) where there is no accompanying action for breach of an express term of the agreement. The Florida Supreme Court set out two limitations on such claims in QBE Insurance v. Chalfonte<\/a>: (1) where application of the covenant would contravene the express terms of the agreement; and (2) where there is no accompanying action for breach of an express term of the agreement.<\/p>\n

Think of a vendor that agrees to deliver on a set schedule. If it meets that schedule on paper but holds up approvals so the buyer loses the benefit of the deal, the covenant may be at issue. The words were followed, but the purpose was not.<\/p>\n\n

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If a partner or vendor seems to be draining the value of a deal your company signed, you don't have to sort it out alone. Reach out to Ayala Law PA to talk through the facts of your contract. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.<\/p>

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How Florida Courts Apply the Covenant to Business Contracts<\/h2>\n

The same QBE opinion names two limits. First, the covenant cannot be applied in a way that contradicts the agreement’s express terms. Second, a covenant claim fails when there is no accompanying claim for breach of an express term. In practice, a covenant claim usually travels with a breach claim tied to specific contract language.<\/p>\n

Fairness-based claims have limits too. In Williams v. Johnson<\/a>, the Third District explained that an express contract covering the same subject matter bars an unjust enrichment claim arising from that relationship. Quoting Moynet v. Courtois, the Third District Court of Appeal explained in Williams v. Johnson<\/a> that, given the existence of an express contract covering the same subject matter, “claims arising out of that contractual relationship will not support a claim for unjust enrichment.” So when a written contract governs the dispute, a side claim based on fairness usually won’t replace it.<\/p>\n

How a Partner or Vendor Can Undermine a Deal Without Breaking Its Terms<\/h2>\n

A partner or vendor can undermine a deal by using its own discretion, stalling or holding back cooperation. It can do this while following the written words. Common patterns include:<\/p>\n