Gerald:  Following up on your request, I had Michelle Carmody in our office
research and summarize Colorado and Utah cases regarding the duty to act in
good faith.  Attached is her memo.  As you can see, the doctrine offers the
potential for use in your situation, but particularly in Colorado there are
distinct limitations on its reach.

Let me know if this is what you need.

Craig
 <<memo re good faith.doc>>

 - memo re good faith.doc