Fannie Mae-No Politics (FNMA)

[Robert from yahoo bd]

"A breach of the implied covenant occurs where one party
“‘act[s] arbitrarily or unreasonably,’” which is to say that it “violate[s] the reasonable expectations
of the parties” at the time of contracting, Perry II, 864 F.3d at 631 (first alteration in original;
second alteration added) (quoting Nemec, 991 A.2d at 1126, and citing Historic Green Springs,
1993 WL 13029827, at *3).

Otherwise, “[t]he elements of an implied covenant claim remain those of a breach of
contract claim: ‘a specific implied contractual obligation, a breach of that obligation by the
defendant, and resulting damage to the plaintiff.’” ASB Allegiance Real Estate Fund. v. Scion
Breckenridge Managing Member, LLC, 50 A.3d 434, 444 (Del. Ch. 2012) (quoting Fitzgerald v.
Cantor, 1998 WL 842316, at *1 (Del. Ch. Nov. 10, 1998)), rev’d on other grounds, 68 A.3d 665
(Del. 2013); see also Charles E. Brauer Co., Inc. v. NationsBank of Virginia, N.A., 251 Va. 28, 33
(1996) (“The breach of the implied duty [of good faith and fair dealing] gives rise only to a cause
of action for breach of contract.”). In both Delaware and Virginia, the last element—damages
resulting from the breach—must be proven “with reasonable certainty.” SIGA Technologies, Inc.
v. PharmAthene, Inc., 132 A.3d 1108, 1111 (Del. 2015); see also MCR Federal, LLC v. JB&A,
Inc., 294 Va. 446, 462 (2017)."