Where a contract confers a broad discretion on one party (here, to set target levels for subscriber acquisition), the discretion is subject to a limitation against misuse of power such that the party cannot set a target of nil, but implied terms of good faith and reasonableness as to the level at which the target is set may be precluded by the express terms of the contract. Where a party fails to exercise a contractual power at all, the innocent party must still prove what level would have been set in order to establish damages. Mutual abandonment of a contract requires conduct by both parties showing neither regards the contract as on foot; where one party has protested breach and reserved its legal rights, the contract is not mutually abandoned merely because the innocent party was willing to discuss alternative arrangements.
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