                   rate at the time the agreement is entered into, then the borrower receives
                   a payment from the counterparty to the agreement. But, if interest rates
                   fall below that designated rate, then the borrower has to make a payment
                   to the counterparty. In this case, interest rates fell and, upon the
                   agreement's end date, Town Center owed $1.7 million Because Town
                   Center was unable to pay the full amount, Bank of America agreed to
                   finance a portion of the amount owed on the treasury lock by modifying
                   the amount of Town Center's construction loan. Town Center then paid
                   approximately $600,000 in cash to Bank of America, and the bank added
                   the remaining $1.1 million to the construction loan by modification,
                   thereby settling the terms of the treasury lock agreement.
                               After multiple extensions of the construction loan's maturity
                   date, Bank of America refused to grant another extension because the
                   property value had fallen below the amount of debt on the loan. And
                   Town Center had not applied for a permanent loan because it knew it
                   would not meet the necessary criteria. Thus, when Town Center failed to
                   pay the balance upon the maturity date, Bank of America initiated non-
                   judicial foreclosure procedures and filed a complaint seeking an
                   appointment of a receiver. Town Center filed an answer to the complaint
                   and alleged numerous counterclaims. The district court dismissed all of
                   Town Center's counterclaims except for its claim that Bank of America
                   breached the covenants of good faith and fair dealing during the
                   negotiation over the treasury lock agreement. With the foreclosure sale
                   approaching, Town Center sought a preliminary injunction to prevent the
                   sale until its underlying claim was litigated. The district court denied the
                   injunction. Town Center argues on appeal that the district court abused
                   its discretion by denying its request for a preliminary injunction.

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                The district court did not abuse its discretion in denying injunctive relief to
                Town Center
                            A preliminary injunction is proper when the moving party can
                demonstrate that it will suffer irreparable harm for which compensatory
                damages would not suffice if the action complained of is not halted and
                that it has a reasonable likelihood of success on the merits.         See NRS
                33.010; Boulder Oaks Cmty. Ass'n v. B & J Andrews Enters., LLC,             125
                Nev. 397, 403, 215 P.3d 27, 31 (2009). A district court's denial of a
                preliminary injunction is reviewed for an abuse of discretion.         Univ. &
                Cmty. Coll. Sys. of Nev. v. Nevadans for Sound Gov't,      120 Nev. 712, 721,
                100 P.3d 179, 187 (2004). Factual determinations will be upheld unless
                they are "clearly erroneous or not supported by substantial evidence."      Id.
                Questions of law are reviewed de novo. Id.

                      The district court correctly determined that Town Center was not
                      likely to succeed on the merits of its claim
                            When Town Center sought injunctive relief, its only surviving
                counterclaim was for Bank of America's breach of the covenants of good
                faith and fair dealingS relating to its representations about the treasury
                lock agreement. "An implied covenant of good faith and fair dealing is
                recognized in every contract under Nevada law."            Consol. Generator-
                Nevada, Inc. v. Cummins Engine Co., Inc., 114 Nev. 1304, 1311, 971 P.2d
                1251, 1256 (1998). "When one party performs a contract in a manner that
                is unfaithful to the purpose of the contract and the justified expectations of
                the other party are thus denied, damages may be awarded against the
                party who does not act in good faith." Hilton Hotels Corp. v. Butch Lewis
                Prods., Inc., 107 Nev. 226, 234, 808 P.2d 919, 923 (1991). "Whether the
                controlling party's actions fall outside the reasonable expectations of the
                dependent party is determined by the various factors and special
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                   circumstances that shape these expectations." Id. at 234, 808 P.2d at 923-
                   24. Whether a party has acted in good faith is a question of fact.   Consol.
                   Generator-Nevada, 114 Nev. at 1312, 971 P.2d at 1256.

                               Here, the district court concluded that Town Center had not
                   shown any bad faith by Bank of America in regard to the treasury lock
                   agreement. We agree. Despite Town Center's contention that it was
                   misled by representatives of Bank of America as to the nature and
                   function of the treasury lock agreement, our review of the record reveals
                   that evidence was presented at the preliminary injunction hearing
                   demonstrating that Town Center was aware of the risks when it entered
                   into the treasury lock agreement. And, as the record reflects, both parties
                   to the transaction were sophisticated parties who had ample opportunity
                   to understand the contract. Although Black testified that he never really
                   understood the risks associated with a treasury lock, he admitted that,
                   prior to entering into the contract, his Chief Financial Officer Scott Dean
                   specifically informed him of what would occur if interest rates fell below
                   the designated rate.' Furthermore, Dean testified that Bank of America
                   advised him to conduct an independent review, either internally or with
                   independent advisors, but that he failed to discuss the contract with or to
                   seek advice from any independent entity or expert.


                         'Dean stated in a memorandum to Black that

                               The hedge will be settled at the BEGINNING of
                               the contract. On May 1, 2007, if our locked rate is
                               higher than our perm loan rate[,] WE PAY BOFA!!
                               If our rate is lower than the perm loan rate[,1
                               BOFA PAYS US!! . . . In essence[,] WE ARE
                               BETTING RATES WILL GO HIGHER. IF SO[,]
                               THEY PAY US! IF NOT[,] WE PAY THEM!

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                            Town Center also alleged in the district court that Bank of
                America representatives led it to believe that the treasury lock agreement
                was somehow tied to permanent financing. However, both Black and
                Dean admitted multiple times during the preliminary injunction hearing
                that no one from Bank of America ever actually promised Town Center a
                permanent loan. Dean also stated that Town Center never received a loan
                commitment letter or any other formal document from the bank regarding
                permanent financing, and that he knew that the treasury lock agreement
                would settle on its expiration date, whether or not permanent financing
                was obtained. Finally, Black testified that Town Center never actually
                requested a permanent loan because he knew that Town Center was not
                yet in a position to qualify for that financing given its occupancy levels.
                            Thus, we conclude that substantial evidence supports the
                district court's determination that Town Center was not likely to succeed
                on the merits of its claim that Bank of America failed to act in good faith.
                      The district court correctly determined that Town Center failed to
                      show irreparable harm
                            The district court also determined that Town Center did not
                demonstrate irreparable harm because the treasury lock agreement was
                not related to the construction loan, and thus, any claim Town Center had
                regarding the treasury lock agreement could be compensated monetarily
                and would not affect the foreclosure. Town Center argues that the district
                court erred in making this determination because the treasury lock
                agreement was secured by the property and amounts from the treasury
                lock were incorporated into the construction loan.
                            We are unpersuaded by Town Center's argument because even
                if the treasury lock agreement had been secured by the property, Bank of
                America did not foreclose on the property when Town Center could not pay
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                    its obligation under the treasury lock agreement. Instead, Bank of
                    America agreed to accept a partial cash payment and to modify Town
                    Center's existing construction loan by adding the remaining balance of
                    $1 1 million to that loan, thereby settling and concluding the treasury lock
                    agreement. We determineS that this equated to a separate transaction—
                    Town Center borrowed an additional $1.1 million to pay the treasury lock
                    and secured that debt with the property. And, while Town Center
                    disputes the validity of the treasury lock agreement, it does not dispute
                    that it borrowed that additional money and agreed to a modification of its
                    existing construction loan. Thus, even if Town Center succeeded on its
                    claim for the breach of good faith and fair dealing, it would only be entitled
                    to monetary damages and it would still be in default on the construction
                    loan. 2 Therefore, we conclude that substantial evidence also supports the




                          2 Town   Center argues on appeal that if the treasury lock agreement
                    is not secured by the property then amounts owing under it cannot
                    properly be part of the amount owed under the construction loan, and
                    thus, the notice of default has been rendered ineffective. Town Center
                    bases this argument on NRS 107.080(2)(c)(3) (requiring a beneficiary to
                    provide the holder of the deed of trust with an accurate written statement
                    of the amount in default) and NRS 107.080(7)(b) (stating that a
                    beneficiary's failure to provide that notice mandates the grant of an
                    injunction preventing the foreclosure sale until the beneficiary complies
                    with the statutory requirements). This raises the question of whether
                    NRS 107.080(7)(b)'s mandate of an injunction supersedes the standard
                    requirements for injunctive relief. However, because Town Center failed
                    to raise this argument before the district court, we decline to consider this
                    argument on appeal. Old Aztec Mine, Inc. v. Brown, 97 Nev. 49, 52, 623
                    P.2d 981, 983 (1981) ("A point not urged in the trial court, unless it goes to
                    the jurisdiction of that court, is deemed to have been waived and will not
                    be considered on appeal.").


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                district court's determination that Town Center failed to show irreparable
                harm.
                             Because the district court's determination that Town Center
                was not likely to succeed on the merits of its claim and failed to show
                irreparable harm was not clearly erroneous and was supported by
                substantial evidence, we further conclude that the district court did not
                abuse its discretion in denying injunctive relief to Town Center.       See
                Boulder Oaks, 125 Nev. at 403, 215 P.3d at 31; Nevadans for Sound Gov't,
                120 Nev. at 721, 100 P.3d at 187.
                             Accordingly, we
                             ORDER the judgment of the district court AFFIRMED.




                                                                cilaz-4.*\
                                                    Hardesty


                                                                                   J.
                                                    Douglas


                                                                               ,   J.




                cc:     Hon. Elizabeth Goff Gonzalez, District Judge
                        Ara H. Shirinian, Settlement Judge
                        Black & LoBello
                        Snell & Wilmer, LLP/Las Vegas
                        Eighth District Court Clerk
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