Euphoric, LLC et al. v. Westport Community Improvement District, et al.

What the court wrote

Verbatim from the court's document (public domain). Ellipses mark omitted text; nothing is paraphrased.

“The covenant of good faith and fair dealing cannot be relied upon to overcome the parol evidence rule and add terms to a contract that do not exist,” and is not “an ever[]flowing cornucopia of wished-for legal duties,” in that it “cannot giverise to new obligations not otherwise contained in a contract’s express terms.” DePeralta v. Dlorah, Inc., No. 11-1102- CV-SJ-ODS, 2012 WL 4092191, at *4 (W.D. Mo. Sept. 17, 2012) (internal quotation marks omitted). though there is no writing,” Doss v. Epic Healthcare Mgmt. Co., 901 S.W.2d 216, 221 (Mo. Ct.App. 1995), neither the Second Amended Complaint nor the proposed third amended complaint allege facts to support such modification, particularly as to the initial lease agreement. The only “ongoing negotiations” alleged were discussions that occurred after the initial lease agreement, and which ultimately were followed by the Amended and Restated Triple Net Lease that The Sourze signed. As indicated above, the Amended and Restated Triple Net Lease expressly excluded The Sourze’s use of the premises other than as an art gallery/event space. ... Westport Development’s motion to dismiss Count 1 of the SecondAmended Complaint is GRANTED, and Plaintiffs’third motion to amend is DENIED in relevant part because Count 1 of the proposed third amended complaint asserting a breach of contract claim against Westport Development is futile. 2. Murfin, Inc. and Hurt and Vos Nor does The Sourze assert a plausible claim for breach of contract (under any theory) against Murfin, Inc. or Hurt and Vos, whether in the Second Amended Complaint (as to Murfin, Inc.) or proposed third amended complaint (as to all three defendants). Murfin, Inc. is an entirely separate legal entity from Westport Development.

Authorities cited in the passage: DePeralta v. Dlorah · Doss v. Epic Healthcare Mgmt. Co., 901 S