Centronics Corporation v. Genicom Corporation,

562 A.2d 187 (1989)

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Nature of the Case

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Facts

Genicom (Buyer) and Centronics (Seller) entered into an agreement for the purchase of assets. The agreement provided for arbitration of any dispute about value of the property transferred and required an escrow deposit of a portion of the price claimed by the seller pending final valuation. The seller charged the buyer with a breach of an implied covenant of good faith when it refused to release from escrow that portion of funds that was free from dispute. Buyer moved for a summary judgment based on the fact that the agreement required payment out of escrow only upon completion of arbitration. Seller moved for a summary judgment based on Buyer's refusal to release the funds was merely a pressure tactic to force Seller into agreeing with a disputed item worth a substantial amount. The trial court ruled for the buyer based on the language of the arbitration agreement. Seller appealed.