Dick Broad. Co., Inc. of Tenn. v. Oak Ridge FM, Inc.

Oak Ridge FM, Inc. contractually agreed for Dick Broadcasting Company (DBC) to have a right of first refusal to purchase Oak Ridge's radio station assets. The agreement was assignable by DBC only with Oak Ridge's consent. DBC subsequently asked Oak Ridge to consent to the assignment of the right-of-first-refusal agreement, but Oak Ridge refused. Oak Ridge also refused to consent to the assignment of a time brokerage agreement and a consulting agreement, both of which lacked consent agreements. DBC sued Oak Ridge and others for breach of contract and violation of the implied covenant of good faith and fair dealing. The trial court granted summary judgment in favor of Defendants. The court of appeals vacated the trial court's judgment. The Supreme Court affirmed, holding (1) where parties have contracted to allow assignment of an agreement with the consent of the non-assigning party, and the agreement is silent regarding the anticipated standard of conduct in withholding consent, an implied covenant of good faith and fair dealing requires the non-assigning party to act with good faith and in a commercially reasonable manner in deciding whether to consent to the assignment; and (2) genuine issues of material fact remained in dispute in this case. View "Dick Broad. Co., Inc. of Tenn. v. Oak Ridge FM, Inc." on Justia Law