... [8] Under this standard, if Kuroda pleads any set of facts that would entitle him to relief, then
the motion to dismiss must fail. A. Breach of Contract Claims Against Liberty Square and WGL
Capital. ... [14]. B. Breach of Contract for the Income Tax Allocations. ...
... STEELE, Chief Justice. Michael Kemp signed a holographic real property sales contract with Lucille
Osborn, and made monthly payments while living in her beach house for over 20 years. ... [11] We
will examine each element separately. (a) Validity of the Contract. ...
... [11] "[O]ne generally cannot base a claim for breach of the implied 1126 covenant on conduct
authorized by the agreement." [12] We will only imply contract terms when the party asserting
the implied covenant proves that the other party has acted arbitrarily or unreasonably ...