Even assuming a term of good faith is implied by law into a commercial contract, it does not require a party to provide extensive documents and information to enable the other party to monitor the progress of contractual entitlements on an ongoing basis, particularly where the contract contains an express dispute resolution procedure that addresses the subject matter of the dispute. The implied duty of cooperation from Secured Income does not extend to providing documents not necessary for performance of fundamental obligations where the contract manifests an intention that records be made available only to an independent expert. The existence of an agreed contractual dispute resolution procedure is a significant factor weighing against the exercise of discretion to order pre-action discovery.
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