After trial, the Court found that defendants’ conduct did not constitute bad faith and therefore was not a breach of the implied covenant of good faith and fair dealing. The dispute arose out of the merger of New York Board of Trade (“NYBOT”) with a wholly-owned subsidiary of Intercontinental Exchange, Inc. (“ICE”). In connection with the merger, NYBOT owners were given the option of being cashed out or receiving cash and ICE stock. The preference needed to be set forth in an election, which if not submitted timely, would result in an owner being cashed out. Although NYBOT determined to accept late elections not submitted by the initial deadline, it determined to close the late election window after which plaintiff submitted its form. Plaintiff pursued its claim of breach of the implied covenant of good faith and fair dealing in connection with the decision to close the late election window. Plaintiff, however, failed to establish bad faith by showing that the decision was motivated by an improper purpose.
