JPMORGAN CHASE BANK NA vs VALDOVINOS, ERIKA

list of documents as a condition to exercising the nullification provision. The relevant inquiry is whether the Trustee invoked the contractual procedure and whether the parties were unable to reach agreement.

Implied Covenant of Good Faith and Fair Dealing Hilmar argues that the Trustee's actions violated the implied covenant of good faith and fair dealing inherent in the Settlement Agreement. However, the implied covenant cannot be used to impose obligations beyond those expressly agreed upon in the contract. (Bevis v. Terrace View Partners, LP (2019) 33 Cal.App.5th 230, as modified on denial of reh'g (Mar. 21, 2019); Carma Devs. (Cal.), Inc. v. Marathon Dev. California, Inc. (1992) 2 Cal.4th 342).

The Settlement Agreement explicitly provided a mechanism for the Trustee to declare the Agreement null and void if further production did not satisfy his needs. The Trustee's invocation of this provision was consistent with the express terms of the Agreement and does not constitute a breach of the implied covenant of good faith and fair dealing. The implied covenant of good faith and fair dealing cannot override the clear and unambiguous terms of the contract, which allowed the Trustee to declare the Agreement null and void under the specified conditions.

Plaintiffs contend that the Trustee's determination must be objectively reasonable. The Court has considered Storek & Storek, Inc. v. Citicorp Real Estate, Inc. (2002) 100 Cal.App.4th 44. Under Storek, where a contract confers discretion based on a party's satisfaction, that discretion is exercised based on the party's good faith judgment, rather than an objective reasonableness standard imposed by the Court. Applying that standard, the Court finds that the Trustee's determination that the production was insufficient was made in good faith. The Trustee's position is supported by the record, including the valuation expert's statements regarding the information required to complete the appraisal. The Court therefore finds that the Trustee acted within the scope of the discretion afforded under the SALR.

Because the Agreement was declared null and void by its own terms following the parties' inability to reach agreement on further production that would satisfy the Trustee, there is no enforceable settlement to reduce to judgment under Sec. 664.6. Accordingly, Plaintiff's Motion is hereby DENIED. No judgment shall be entered under Sec. 664.6 based on the September 5, 2025, Settlement Agreement, and the books-and-records claims remain unresolved for purposes of further proceedings consistent with this Court's docket and the parties' pleadings.