Turning Point Corporation v. One Diversified, LLC, 0:24-cv-04566

Turning Point contracted with One Diversified under a Master Services Agreement (MSA) to manage and deploy systems to improve One Diversified’s operations.
One Diversified repeatedly altered the project's scope, delayed processes, and removed necessary resources, which Turning Point alleges hindered its ability to meet deliverables.
After ongoing delays, One Diversified terminated the contract, claiming Turning Point was at fault for breach, and refused to pay over $1 million in invoices.
Turning Point sued for breach of contract (for unpaid invoices), account stated, and breach of the implied covenant of good faith and fair dealing, alleging bad-faith conduct by One Diversified.
One Diversified moved to dismiss only the good faith and fair dealing claim, arguing it was duplicative and insufficiently pled.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the good faith and fair dealing claim duplicates the breach of contract claim	Good faith claim is based on additional pre-termination conduct not covered by breach of contract	Claim is duplicative since both seek same damages for the same conduct	Claims are based on different conduct; both may proceed
Whether the complaint alleges sufficient causation for damages	Defendant’s actions unjustifiably hindered performance and led to damages	No direct link between alleged bad faith and damages; no showing defendant's conduct caused nonpayment	Sufficient causation is alleged; claim not dismissed
Whether the implied covenant claim can premise liability on contract termination	Termination for cause was done in bad faith based on false, pretextual justification	Exercising express contractual right to terminate (with or without cause) cannot breach covenant	Termination for cause alleged to be pretextual can support a claim; issue can't be resolved at this stage

In re Hennepin Cnty. 1986 Recycling Bond Litig., 540 N.W.2d 494 (Minn. 1995) (Minnesota law recognizes the implied covenant against unjustifiable hindrance of contractual performance)
Medtronic, Inc. v. ConvaCare, Inc., 17 F.3d 252 (8th Cir. 1994) (Good faith and fair dealing claim not recognized separately from breach of contract)
Gorog v. Best Buy Co., 760 F.3d 787 (8th Cir. 2014) (Pleading standard for motions to dismiss)
Cox v. Mortg. Elec. Registration Sys., Inc., 685 F.3d 663 (8th Cir. 2012) (Causation requirement in good faith and fair dealing claims)
Crowell v. Campbell Soup Co., 264 F.3d 756 (8th Cir. 2001) (Exercise of unconditional termination right does not breach implied covenant)