BCM Development, LLC v. Oprandy, 490 F. App'x 409

BCM Development, LLC appealed the district court’s January 17, 2012 judgment dismissing BCM’s action and enforcing a stipulation of settlement.
The stipulation arose from ongoing litigation related to a real estate contract and extensions under that agreement.
BCM paid extension fees under the stipulation, which the district court treated as extensions rather than performance of the real estate contract itself.
BCM asserted the stipulation was void due to mutual mistake, while appellees argued no such defect existed and the stipulation should be enforced.
BCM also asserted breaches of the implied covenant of good faith and fair dealing and argued for renegotiation of terms.
The Second Circuit affirmed the district court, holding the stipulation valid and enforceable and denying BCM’s challenges.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether mutual mistake voids the stipulation	BCM alleges mutual mistake existed at signing.	Oprandy argues no substantial mutual mistake affected the decision to enter the stipulation.	No reversible error; mutual mistake not shown to invalidate stipulation.
Whether BCM substantially performed under the real estate contract	BCM contends substantial performance occurred through its actions under the contract.	Oprandy contends payments were for extensions, not substantial performance of the contract.	Substantial performance not satisfied; payments did not equal performance of the land contract.
Whether appellees breached the implied covenant of good faith and fair dealing	BCM claims appellees refused renegotiation and thereby breached the covenant.	Oprandy asserts no obligation to renegotiate or extend beyond the stipulation terms.	No breach; no obligation to renegotiate or grant further extensions.

Meetings & Expositions Inc. v. Tandy Corp., 490 F.2d 714 (2d Cir. 1974) (court can enforce settlements pending in litigation)
Hallock v. State, 64 N.Y.2d 224 (N.Y. 1984) (stability of settlements; relief from stipulations only for substantial reasons)
Matter of Gould v. Bd. of Educ. of Sewanhaka Cent. High Sch. Dist., 81 N.Y.2d 446 (N.Y. 1993) (mutual mistake requires meeting of the minds and substantial effect)
511 W. 232nd Owners Corp. v. Jennifer Realty Co., 98 N.Y.2d 144 (N.Y. 2002) (implied covenant of good faith and fair dealing; breach requires obstruction of contract benefits)
Collard v. Inc. Vill. of Flower Hill, 75 A.D.2d 631 (N.Y. App. Div. 2d Dept. 1980) (covenant not breached by normal negotiations or extensions absent bad faith)