A federal district court in New York recently denied a franchisee’s motion to amend its complaint and its motion to file an interlocutory appeal of the court’s dismissal of its breach of contract claim. Michell v. McDonald’s Corp., 2025 WL 3546667 (E.D.N.Y. Dec. 11, 2025).
George Michell operates dozens of McDonald’s franchises through various LLCs. Michell and four of his LLCs (collectively, “Michell”) sued the franchisor of McDonald’s and related entities alleging that McDonald’s violated its franchise agreements, state and federal antidiscrimination laws, state statutory laws, and state common laws. The court dismissed Michell’s claim for breach of the franchise agreements, which was grounded in the implied covenant of good faith and fair dealing. The court also denied Michell’s motion to replead the claim, stating that the franchise agreements’ express and unambiguous language trumped the implied covenant of good faith and fair dealing. Michell filed a motion to amend his complaint, acknowledging that the motion was functionally a motion to reconsider the court’s dismissal. In the alternative, Michell sought leave to file an interlocutory appeal from the court’s ruling.
The court denied both motions. It noted that the standard for granting a motion for reconsideration is strict and such motions will be denied unless there is controlling law or data that the court previously overlooked. In denying Michell’s motion to reconsider, the court held that Michell could not introduce new facts to support his motion that he chose to omit from his complaint. Additionally, Michell failed to point to controlling law the court had overlooked or error in the court’s initial dismissal. The court also denied Michell’s motion for interlocutory appeal, holding that there was no substantial ground for difference of opinion among courts for the breach of contract claim. The law is well-settled that a contract’s express and unambiguous terms supersede the implied covenant of good faith and fair dealing. Thus, the motion for interlocutory appeal failed.