
Contract Performance: Duty of Good Faith - Centronics Corp. v. Genicom Corp.
Yale law professor Ian Ayres examines the duty of good faith in contract performance through Centronics Corp. v. Genicom Corp., a case involving an escrow agreement that was never released to the intended party. Drawing on this dispute, Ayres unpacks how courts read an implied covenant of good faith into contractual performance even when the written terms are silent, and what counts as bad faith conduct by a party controlling a condition of the deal. The lecture is part of his American Contract Law course, originally built for Yale and later adapted for Coursera, and focuses narrowly on this single case as a vehicle for the good faith doctrine. Ayres walks through the facts, the parties' arguments, and the reasoning courts use to fill contractual gaps, treating the case as one data point in a broader map of how good faith operates across different contract settings.