Justice O’Connor and Rhode Island good faith


Here’s a recent First Circuit decision notable for multiple reasons:


First, note the panel.  Justice O’Connor is back to riding the Circuit (see our previous posting of the history of the Maine courts for an animated version of Maine justices doing the same).  Given the First Circuit’s case load and their teensy membership (we can only hope that someday the folks in D.C. will get together, sing kumbaya and allow a few judges through), it’s nice that our Court of Appeals can get some high horsepower fillers.

Second, it’s a solid summary of some fundamental contract law points – note, for example, the observation about materiality – what matters is the materiality of the breach, not necessarily the materiality of the invoked contract clause.

Finally, let’s juxtapose this decision with my last posting, and the Maine SJC’s recent repetition of its previous holdings that there is no implied duty of good faith outside UCC Article 2 in Maine.  Would that have made any difference in this case had Maine, not Rhode Island law, applied?  I don’t think so, because we still have the materiality point, and the other facts noted in the opinion, but we can ponder. 

Like many of Justice Boudin’s opinions, this decision acknowledges the arguments on both sides (often articulating them better than the parties, or even discussing a few argument permutations that they  never even thought of), then shows his thinking in dispatching them and arriving at the result. 

Let’s hope the folks at the First Circuit showed our visitor a good time (certainly the courts’ digs are nice — I hope her spot had one of those spectacular views of the water), so she’ll come again.