[brief] That agreement — the asserted basis of Plaintiff’s claims in this action — contained a stipulated limited remedies clause, between Plaintiff and Defendant-Respondent  [...] (“[...]”) under which, after acquiring a property from a third-party fee owner, [...] (“[...]”) in a separate transaction, [...] would retain ownership of the building and improvements on the property, convey the fee interest in the land to Plaintiff and Plaintiff would ground lease the land back to [...].  Despite making diligent efforts, [...] was ultimately unable to consummate the two transactions as originally contemplated.  In order to avoid defaulting under its purchase and sale agreement with [...], [...] agreed to assume [...]’s existing loan, the terms of which prevented [...] from conveying the mortgaged land to Plaintiff.  As a result, [...] notified Plaintiff that it could not feasibly convey title to the land to Plaintiff, as contemplated by their agreement.  In accordance with the stipulated remedies clause in the parties’ agreement, Plaintiff elected to terminate the agreement with [...] and, with [...]’s cooperation, obtain a refund of its $5 million earnest money deposit.  Through their respective counsel, [...] advised Plaintiff that its request for a refund of the deposit constituted an election of remedies under the parties’ agreement.  Under the express terms of the stipulated remedies clause in the parties’ agreement, as soon as Plaintiff received a refund of its deposit, Plaintiff relinquished all rights to the acquisition of the land, [...] no longer had an obligation to convey an interest in the land to Plaintiff and Plaintiff forfeited any right to seek specific performance of the parties’ purchase and sale agreement.  Several months after Plaintiff terminated the agreement, [...] closed title on a restructured transaction with [...].  Despite the express terms of the stipulated remedies clause in the parties’ agreement, and even though it opted to terminate the agreement and obtain a refund of its deposit, Plaintiff now brings this suit against [...] in which it purports to seek specific performance of the terminated purchase and sale agreement and an award of $30 million in monetary damages for alleged breach of the agreement and breach of the implied covenant of good faith and fair dealing.  Plaintiff’s claims against [...] are barred by the terms of the express stipulated remedies clause in the parties’ agreement.  Plaintiff’s cause of action for breach of implied covenant of good faith and fair dealing also fails as a matter of law because Plaintiff failed to plead any bad motive or intent by [...], or that [...]’s conduct was not permitted by the express terms of the parties’ agreement.  To the contrary, as Plaintiff alleged in its complaint, [...] made a good faith effort to consummate the parties’ transaction as contemplated, and was transparent with Plaintiff concerning its inability to obtain the necessary financing that would have enabled [...] to pay off [...]’s existing mortgage, which was necessary for [...] to be able to convey the land to Plaintiff, an integral part of the deal.  Accordingly, each of the causes of action asserted against [...] were properly dismissed with prejudice.