AUTRY PETROLEUM COMPANY, MCDONALD OIL COMPANY, Plaintiffs-Appellants, versus BP PRODUCTS NORTH AMERICA, INC., a Maryland corporation, Defendant-Appellee., 334 Fed. Appx. 982

Summary

The prompt-pay discount was not referenced in the contract, but was referenced in the invoices and the Jobbers had taken advantage of that discount. The prompt-pay discount term was not breached. The "covenant" of good faith in § 11-1-203 was not an undertaking that could be breached apart from a contact's terms. The contract imposed no limits on the costs that the company could recoup in setting the price. Section 11-2-103 did not support imposing fundamental substantive limitations on the pricing methodology set out in the contract. The only bad act alleged was the company's purported recapture of the cost of the prompt-pay discount when setting its price. And while the Jobbers sought to cast that recapture as commercially unreasonable, that claimed commercial unreasonableness was based solely on the Jobbers' subjective beliefs; it was linked to no objective commercial reality. The good-faith safe harbor provided in § 11-2-305(2) would be undermined -- and the certainty a safe harbor...