Oklahoma

PenSa further argued that operating agreements imposed on Bays, as operator, a duty of good faith and fair dealing, which Bays violated. The court first recognized that, under Oklahoma law, the common law "duty of good faith and fair dealing" does not extend to the contractual relationship created by an operating agreement. However, the operating agreements at issue in this case expressly provided that the parties were obligated to act in good faith in their dealings with each other with respect to the activities under those agreements. Since the duty of good faith between the parties in this suit arose from the provisions of the contracts, the court concluded that PenSa's cause of action was for breach of contract and not a tort claim.

The court granted summary judgment against PenSa to the extent that it sought recovery in tort.