Disputes often arise where the written agreement does not expressly state what the parties are to do in certain situations. In other words, the agreement is silent. In Minnesota, the implied covenant of good faith and fair dealing between parties to a contract provides that neither party shall do anything that will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract. In other words, "parties to a contract cannot unjustifiably impede the other party from performing its obligations under the contract." Semler Const., Inc. v. City of Hanover, 667 N.W.2d 457, 467 (Minn. Ct. App. 2003).
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