The DTPA does not provide an independent damage remedy. HSMY, Inc. v. Getty Petroleum Mktg., Inc., 417 F.Supp.2d 617, 623 (D. Del. 2006).

The covenant requires the parties to a contract "to refrain from arbitrary or unreasonable conduct which has the effect of preventing the other party to the contract from receiving the fruits of the contract." Id. (quoting HSMY, Inc. v. GettyPetroleum Mktg., Inc., 417 F. Supp. 2d 617, 621 (D. Del. 2006)). "Delaware courts have consistently held that obligations based on the covenant of good faith and fair dealing should be implied only in rare instances." Id. (citing Aspen Advisors LLC v. United Artists Theatre Co., 861 A.2d 1251, 1259 (Del. 2004)); see also Rizzitiello v. McDonald's Corp., 868 A.2d 825, 830-31 (Del. 2005) ("[T]he implied covenant is to be narrowly construed . . . .").

The implied covenant requires the parties to the contract "to refrain from arbitrary or unreasonable conduct which has the effect of preventing the other party to the contract from receiving the fruits of the contract." HSMY, Inc. v. Getty Petroleum Mktg., Inc., 417 F. Supp. 2d 617, 621 (D. Del. 2006) (internal citation omitted); see also Restatement (Second) of Contracts, § 205 (1981). Obligations based on the covenant of good faith and fair dealing should be implied only in "rare and fact-intensive" cases which "turn[ ] on issues of compelling fairness."

Under Delaware law, a claim for breach of contract requires (1) the existence of a contract, (2) the breach of an obligation imposed by the contract and (3) resultant damage to the plaintiff.HSMY, Inc. v. Getty Petroleum Mktg., Inc. , 417 F.Supp.2d 617, 620 (D. Del. 2006) (quoting VLIW Tech., L.L.C. v. Hewlett–Packard Co. , 840 A.2d 606, 612 (Del. 2003) ). The parties agree that pursuant to the Confidentiality Agreement's choice of law clause, this claim is governed by Delaware law.

Id. at 24-25. D.I. 62 at 15; see HSMY, Inc. v. Getty Petroleum Mktg., Inc., 417 F. Supp 617, 621 (D. Del. 2006). D.I. 62 at 16; see Dunlap v. State Farm Fire & Cas. Co. 878 A.2d 434, 442 (Del. 2005).

Thus, parties are liable for breaching the covenant when their conduct frustrates the 'overarching purpose' of the contract by taking advantage of their position to control implementation of the agreement's terms.HSMY, Inc. v. Getty Petroleum Mktg., Inc., 417 F. Supp. 2d 617, 621 (D. Del. 2006). Dunlap v. State Farm Fire & Cas. Co., 878 A.2d 434, 442 (Del. 2005).

The covenant requires the parties to a contract "to refrain from arbitrary or unreasonable conduct which has the effect of preventing the other party to the contract from receiving the fruits of the contract." Id. (quoting HSMY, Inc. v. Getty Petroleum Mktg., 417 F. Supp. 2d 617, 621 (D. Del. 2006)) (internal quotation marks omitted). "Delaware courts have consistently held that obligations based on the covenant of good faith and fair dealing should be implied only in rare instances."

Under Delaware law, every contract contains an implied covenant of good faith and fair dealing, requiring the parties to the contract “to refrain from arbitrary or unreasonable conduct which has the effect of preventing the other party to the contract from receiving the fruits of the contract.” HSMY, Inc. v. Getty Petroleum Mktg., Inc., 417 F.Supp.2d 617, 621 (D.Del.2006) (internal citation omitted); see alsoRestatement (Second) of Contracts, § 205 (1981). Delaware courts have consistently held that obligations based on the covenant of good faith and fair dealing should be implied only in rare instances. SeeAspen Advisors LLC v. United Artists Theatre Co., 861 A.2d 1251, 1259 (Del.2004); see alsoRizzitiello v. McDonald's Corp., 868 A.2d 825, 831 (Del.2005) (“[T]he implied covenant is to be narrowly construed....”).

Defendants correctly assert that a party lacks standing to bring a DTPA claim where the harm occurred in the past and the party did not seek an injunction. See HSMY, Inc. v. Getty Petroleum Marketing, Inc., 417 F.Supp.2d 617, 623 (D.Del.2006). KVAR's and Fish's argument that “the Tri–State Parties have never sought injunctive relief against KVAR” is not supported by the record; in their DTPA claim, Plaintiffs alleged that “Defendants' deceptive conduct is continuing, and will continue to harm Plaintiffs, unless preliminar[il]y and permanently enjoined.”

Chase's right to modify the terms of the Cardmember Agreement, including the right to raise the minimum monthly payment, however, is subject to an implied contractual term that Chase exercise such right in good faith. See Dunlap, 878 A.2d at 441 (holding "implied covenant attaches to every contract"); see,e.g., HSMY, Inc. v. Getty Petroleum Marketing, Inc., 417 F. Supp. 2d 617, 619, 621-22 (D. Del. 2006) (holding, where defendant landlord of plaintiff gas station had contractual right to set price of fuel it sold to plaintiff, covenant of good faith and fair dealing implied in parties' agreement prohibited defendant from raising price in "arbitrary or unreasonable" manner). Here, plaintiffs allege Chase exercised its contractual right to modify in bad faith, when, because it viewed the subject loans as "underperforming," it modified the Cardmember Agreement with the intent to deprive plaintiffs of the benefits of the parties' contractual agreement that plaintiffs would repay their loans at a particular fixed APR, and/or to cause plaintiffs to make a late payment and trigger a default (see MCAC ¶¶ 131-132), as demonstrated by Chase's raising the minimum monthly payment 150% over the alleged "industry standard" (see MCAC ¶¶ 128, 130).