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In Centronics Corp. v. Genicom Corp., 132 N.H. 133, 143-44 (1989), we set forth four questions to address when determining whether a party breached the covenant of good faith and fair dealing: First, does the agreement “allow.

Centronics Corp. v. Genicom Corp., 132 N.H. 133, 143-44 (1989).

The pertinent obligation therefore is “tantamount to the traditional duties of care to refrain from misrepresentation and to correct subsequently discovered error, insofar as any representation is intended to induce, and is material to, another party’s decision to enter into a contract in justifiable reliance upon it.” Centronics Corp. v. Genicom Corp., 132 N.H. 133, 139 (1989) (citing Bursey v. Clement, 118 N.H. 412, 414 (1978)).

Given our general skepticism towards conditions precedent, Holden Eng’g and Surveying, 137 N.H. at 396, as well as our reluctance to construe contract provisions that grant one party discretion in performance in a manner so as to “deprive another party of a substantial proportion of the agreement’s value,” Centronics Corp. v. Genicom Corp., 132 N.H. 133, 143 (1989), we 7 conclude that both interpretations are plausible in light of all the circumstances, Birch Broad., 161 N.H. at 196.

Centronics, Corp. v. Genicom Corp., 132 N.H. 133, 139 (1989) (“Since the New York decisions are not at odds with our own,...

Centronics Corp. v. Genicom Corp., 132 N.H. 133, 143-44 (1989) (discussing implied covenant of good faith and fair dealing).

“[A]n obligation of good faith is imposed by statute in the performance and enforcement of every contract or duty subject to the Uniform Commercial Code.” Centronics Corp. v. Genicom Corp., 132 N.H. 133, 138 (1989); see RSA 382-A:l-201(20),:1-304 (Supp. 2010).

Centronics Corp. v. Genicom Corp., 132 N.H. 133, 139 (1989) (discussing duty of good faith and fair dealing).

The comment to section 251 of the Restatement (Second) of Contracts notes that that section is based upon a principle “closely related to the duty of good faith and fair dealing in the performance of the contract,” Restatement (Second) of Contracts § 251 comment a at 277, a duty that has long been an integral component of our common law of contracts, see Centronics Corp. v. Genicom Corp., 132 N.H. 133, 139 (1989).

“[T]he obligation of good faith performance is better understood simply as excluding behavior inconsistent with common standards of decency, fairness and reasonableness, and with the parties’ agreed-upon common purposes and justified expectations.” Centronics Corp. v. Genicom Corp., 132 N.H. 133, 140 (1989).

invest[s] one party with a degree of discretion in performance sufficient to deprive *313 another party of a substantial proportion of the agreement’s value.” Centronics Corp. v. Genicom Corp., 132 N.H. 133, 143, 562 A.2d 187, 193 (1989).

Centronics Corp. v. Genicom Corp., 132 N.H. 133, 139-40, 562 A.2d 187, 191 (1989).

“One who makes a representation that is true when made is under a duty to correct the statement if it becomes erroneous or is discovered to have been false before the transaction is consummated.” Id., 387 A.2d at 348; Bergeron v. Dupont, 116 N.H. 373, 374, 359 A.2d 627, 628 (1976); see also Centronics Corp. v. Genicom Corp., 132 N.H. 133, 139, 562 A.2d 187, 190-91 (1989).

Centronics Corp. v. Genicom Corp., 132 N.H. 133, 137, 562 A.2d 187, 189 (1989) (legitimate merger of pleadings where trial court treated covenant of good faith in count II as the term breached under count I).