“Defendant did not breach the obligation of good faith and fair dealing if it reasonably relied on the advice of its lawyer. Defendant’s reliance was reasonable if: 1. Defendant acted in reliance on the opinion and advice of its lawyer; 2. The lawyer’s advice was based on full disclosure by Defendant of all relevant facts that it knew, or could have discovered with reasonable effort; 3. Defendant reasonably believed the advice of the lawyer was correct; and 4. In relying on its lawyer’s advice, Defendant gave at least as much consideration to Plaintiff’s interest as it gave its own interest; [and] [5. [Defendant] was willing to reconsider and act accordingly when it determined that the lawyer’s advice was incorrect.]”
[CACI Jury Instructions [citations omitted]]
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