With no explanation, chose the best option from "A", "B", "C" or "D". Counterclaim IV alleging breach of contract for plaintiffs refusal to allow the proposed transfer. With respect to the related Counterclaim V, alleging that plaintiff breached the implied covenant of good faith and fair dealing by refusing to sanction the transfer, this claim must fail as well. Defendants have not put forth any evidence that plaintiff engaged in any behavior that would constitute a breach of the implied covenant of good faith and fair dealing, i.e., conduct evincing “an aspect of fraud, deceit, or mis other terminable offenses by violating applicable laws, as they have already admitted in the joint stipulation and consent judgment filed entered February 10, 1999, in the operation of their franchise. See In re Matthews Enters., Inc. 51 B.R. 333, 336 (Bankr.S.D.Ind.1985) (<HOLDING>); Dunkin’ Donuts, Inc. v. Panagakos, Bus.

A: holding that a third party who receives trust property on inquiry notice that a trustee has misappropriated trust funds is also liable for breach of trust
B: holding that failure to pay obligations under a contract is a material breach as a matter of law when parties explicitly state in the contract that failure to pay warrants termination
C: holding that it was not an abuse of discretion to require a defendant to pay all back taxes
D: holding that failure to pay sales taxes is a breach of trust
D.