213648P.pdf   12/06/2022  GWG DLP Funding V, LLC  v.  PHL Variable Insurance Co.
   U.S. Court of Appeals Case No:  21-3648
   U.S. District Court for the District of Minnesota   
   [PUBLISHED] [Gruender, Author, with Loken and Grasz, Circuit Judges] 
   Civil case - Contracts. The agreement plaintiffs contends was formed 
   lacked an essential term - a guarantee that the insured was alive at the 
   time of the reinstatement, including the date on which the insured needed 
   to be alive; plaintiffs' email acceptance of the alleged agreement did not 
   create an enforceable contract and there was no viable claim for breach of 
   contract; plaintiffs failed to state a claim for breach of the covenant of 
   good faith and fair dealing; first, there was no contract under which 
   defendant could have breached the duty of good faith; second, even if the 
   parties had been bound by the plaintiffs' agreement to the proposal, the 
   plaintiffs alleged no dishonest motive on defendant's part, and without 
   such an allegation, a claim for breach of implied covenant of good faith 
   and fair dealing is legally insufficient; plaintiffs failed to state a 
   claim for declaratory judgment that the policy was wrongfully terminated; 
   the district court did not abuse its discretion in dismissing the 
   plaintiffs' claims with prejudice because the plaintiffs have not shown 
   how their claims could be amended to save them and because they did not 
   comply with District of Minnesota Local Rule 15.1.