dissenting and BERGER, Justice joining in dissent:
The majority holds that, as a matter of law, Booz Allen did not breach the implied covenant of good faith and fair dealing. The majority reasons as follows: The Stock Plan expressly granted the Company, and the Company exercised, an unqualified contractual right to redeem the plaintiffs’ shares. The redemption of the plaintiffs’ shares in reliance on that contract right did not breach the implied covenant merely because the result was to “simply limit[] advantages to the other [contracting] party.”40 We respectfully disagree, because Delaware law does not support, let alone mandate, such a narrow construction of the implied covenant.
A party does not act in bad faith (the majority argues) by relying on contract provisions for which that party bargained, even if the result is to eliminate advantages the counterparty would otherwise receive. That is a correct, but incomplete, statement of the law. To avoid running afoul of the implied covenant, the challenged conduct must also further a legitimate interest of the party acting in reliance on the contract. Stated differently, under Delaware case law, a contracting party, even where expressly empowered to act, can breach the implied covenant if it exercises that contractual power arbitrarily or unreasonably.41 Here, the complaint adequately alleges that the Company’s redemption of the plaintiffs’ shares prejudiced the plaintiffs while serving no legitimate interest of the Company. In those circumstances, therefore, the redemption would have been arbitrary and unreasonable, for which reason the complaint stated a cognizable claim for breach of the implied covenant.
A. The Scope Of The Implied Covenant
“The covenant is best understood as a way of implying terms in the agreement, whether employed to analyze unanticipated developments or to fill gaps in the contract’s provisions.”42 As the majority *1132opinion correctly states, ordinarily the implied covenant doctrine will not be employed to invalidate conduct expressly authorized by the contract itself.43 But, that principle is not global in its application. The grant of an unqualified contractual right is not, nor can it be, a green light that authorizes the right holder to exercise its power in an arbitrary or unreasonable way.44 The exercise of any contractual right is limited by the implied duty to act reasonably and in good faith.45 Accordingly, a contracting party’s conduct, even if in “literal compliance with [contract] and statutes,” can breach the implied covenant if that party acts arbitrarily or unreasonably.46
The complaint alleges no facts from which it may reasonably be inferred that the plaintiffs contractually agreed to waive their implied right to be treated fairly by the Company in any redemption of their shares. Their claim that Booz Allen breached the implied covenant by exercising its power to redeem the plaintiffs’ shares in the circumstances alleged here was, therefore, legally cognizable. Whether or not that claim will ultimately be validated must await the development of a factual record. That is why Count I was erroneously dismissed.
*1133 B. The Complaint Sufficiently Alleges That The Company Did Not Exercise Its Redemption Right in Good Faith
The majority concede that the Stock Plan does not address whether retired stockholders can share in any “locked in value” of the Company.47 They insist, however, that “[t]he complaint alleges no facts that demonstrate that, at the time of contracting, both parties would reasonably have expected [the plaintiffs] to participate in the buy out.”48 We conclude otherwise.
The Carlyle transaction, as timed in relation to the redemptions effected here, was an unforeseen circumstance not provided for by the Stock Plan. That frames the issue, which is whether the complaint pleads facts from which one can infer that if the parties negotiating the Stock Plan had specifically addressed the circumstances presented here, they would have agreed that the Company could not exercise its redemption right before the transaction closed. A fair reading of the complaint requires an affirmative answer to that question.
It is fairly inferable that the redemption of the plaintiffs’ shares served no legitimate interest of Booz Allen. Once Booz Allen’s government business was sold to The Carlyle Group, the Company would cease to exist as a “partner-owned” corporation, and Booz Allen would become a wholly owned Carlyle Group subsidiary. Second, the complaint alleges that the transaction — -which would result in Booz Allen’s metamorphosis from a “partner-owned” entity to a wholly owned subsidiary — was all but certain to occur before the Company’s redemption right legally came into existence. Accepting that averment as true, as we must at this stage, no legitimate interest of Booz Allen would be furthered — or even implicated — by redeeming the plaintiffs’ shares before the Carlyle transaction closed. Third, the Stock Plan’s purpose was to incentivize partners to work diligently for the long term benefit of the Company,49 and the plaintiffs were still “working partners” when the Stock Plan was adopted. It thus is reasonably inferable that if the matter had been explicitly negotiated, the Company would have agreed to refrain from exercising its future redemption right where (i) it would incur no cost from refraining and (ii) a pre-closing redemption would materially prejudice partners that the Stock Plan was intended to incentivize. In short, the sole effect of the pre-closing redemption was (allegedly) to transfer to the working partners $60 million that the plaintiffs would otherwise have received from the $2.5 billion Carlyle proceeds.50
The majority suggest that our view would “expand” the doctrine of the implied duty of good faith and fair dealing and “vitiate the limited reach” of that concept.51 To the contrary, we submit that our approach accurately reflects existing *1134Delaware law, and that it is the majority’s view of the doctrine’s reach that is unduly crabbed.
It is now settled Delaware law that a contracting party’s exercise of a power in reliance on an explicit contractual provision may be deemed “arbitrary” or “unreasonable” where the other contracting party is thereby disadvantaged and no legitimate interest of the party exercising the right is furthered by doing so.52 Dunlap v. State Farm Fire & Cas. Co,53 a case where this Court most recently addressed the implied covenant, stands squarely for that proposition.
In Dunlap, the plaintiff requested its excess liability insurer to approve a proposed agreement to settle with a primary insurer for an amount less than the underlying primary insurer’s coverage limits. The excess insurer refused, relying on a contractual and statutory “exhaustion of primary insurance” requirement.54 Although the insurer had no improper motive for refusing to consent, this Court found it inferable from the complaint that the insurer’s refusal to waive the exhaustion requirement was arbitrary and in breach of the implied covenant. The reasons were that the plaintiffs damages indisputably exceeded all available insurance benefits and a waiver would not have prejudiced the insurer.55 Here, Booz Allen — ■ like the excess insurer in Dunlap — had an express contractual right. Here, as in Dunlap, the Company would have incurred no prejudice by forbearing to exercise that right until after the Carlyle closing. In these circumstances, Booz Allen’s exercise of that right before closing, which resulted in material prejudice to the plaintiffs, invokes — and pleads a cognizable claim for breach of — the implied covenant.
. The majority’s response rests on a characterization of the Stock Plan as a contract between the plaintiffs and the Company “negotiating for the working stockholders,,”56 That portrayal does not reflect what actually occurred. To be sure, Booz Allen’s “working” stockholders had a conflicting interest in the timing of a redemption: those stockholders clearly stood to gain $60 million from a pre-closing redemption, at the plaintiffs’ expense. But the “working” stockholders were not parties to the Stock Plan. Other than the plaintiffs, the only party to that contract (for purposes of this case) was Booz Allen. Nothing in the complaint supports the majority’s conclusion as a matter of law that Booz Allen was negotiating for the “working” stockholders. That may be the fact, but if it is, that can only be established after the development of a full evidentiary record. That “fact” cannot be decreed as a matter of law on the face of this complaint. The majority’s ipse dixit puts the rabbit in the hat.
The majority concedes that “[t]he redemption would not affect the Company *1135directly.”57 They suggest, however, that the Company had an indirect interest in eliminating the plaintiffs as shareholders, because a failure to redeem the plaintiffs’ shares before the Carlyle transaction closed would reduce the working stockholders’ distribution by $60 million. That, in turn, would give the working stockholders “a potential claim against the directors for favoring the retired stockholders to the detriment of the working stockholders.”58
The demerit of this contention is twofold. First, the majority cites no authority, nor articulates any reasoning, to support its conclusory statement that the working stockholders would have a valid claim for breach of fiduciary duty against the directors for not redeeming the plaintiffs’ shares. If that is so, then it is equally arguable that the plaintiffs would have had an identical fiduciary duty claim against the directors for causing their shares to be redeemed for the sole benefit of the working stockholders. Second, and more fundamentally, even if the working stockholders arguably had a legitimate economic interest in not being deprived of the $60 million the plaintiffs would otherwise have received, that is an interest that pertains only to the working stockholders — not the Company. Only by conflating the interest of the working shareholders with that of the Company is the majority then able to posit a legitimate corporate interest that the Company then became entitled (indeed, required) to further. This attribution of the working stockholders’ interest to Booz Allen magically puts a second rabbit into the same hat.
At this stage, all that is before us, and before the Court of Chancery, is a motion to dismiss a complaint. At this stage, all that can be decided is whether the complaint states a cognizable legal claim. Whether or not that claim is factually supportable is a question to be resolved at a later stage.59 We therefore would reverse the dismissal of Count I of the complaint. Because the majority concludes otherwise, we respectfully dissent.60
. Majority Opinion at 1128.
. Dunlap v. State Farm Fire & Cas. Co., 878 A.2d 434, 442 (Del.2005) (“Stated in its most general terms, the implied covenant requires a party in a contractual relationship to refrain from arbitrary or unreasonable conduct which has the effect of preventing the other party to the contract from receiving the fruits of the bargain.") (internal citation omitted).
. Id. at 441 (citations omitted). The majority asserts that "[t]he implied covenant only applies to developments that could not be anticipated, not developments that the parties simply failed to consider.” Majority Opinion at 1126. That does not accurately express Delaware law. The doctrine does not carve out any exception for "unanticipated” developments that "could have been” anticipated, and no case cited to us so holds. The implied covenant is a "gap filler." Gaps may occur in a contract even if the parties, judicially endowed with perfect rear-view mirror clairvoyance, could be found (after the fact) to have *1132been able to anticipate the “gap" issues. See also Amirsaleh v. Bd. of Trade of the City of New York, 2008 WL 4182998, at *1 (Del.Ch. Sep. 11, 2008) (“No contract, regardless of how tightly or precisely drafted it may be, can wholly account for every possible contingency.”).
. Dunlap, 878 A.2d at 441.
. Amirsaleh, 2008 WL 4182998, at *1 (Del. Ch. Sep. 11, 2008) ("[T]he law presumes that parties never accept the risk that their coun-terparties will exercise their contractual discretion in bad faith.”). The majority urges that Amirsaleh is factually distinguishable, because here the Stock Plan specifically grants Booz Allen the right to redeem the plaintiffs' shares; therefore, these redemptions involved no exercise of discretion. We do not agree. The Company’s decision whether or not to redeem was discretionary, in the sense that Booz Allen, as the right holder was not obligated to redeem the shares at the time it chose to do that. Exercising a contractual right under circumstances detrimental to the coun-terparty and where the right holder has nothing to gain, is arguably not in good faith, unless the contract expressly allows the exercise for any (or even no) reason. See Restatement (Second) of Contracts § 205 (1981), citing VTR, Inc. v. Goodyear Tire & Rubber Co., 303 F.Supp. 773 (S.D.N.Y.1969) ("particular conduct that would have been barred by the duty of good faith could be expressly consented to in the contract.”). See also Wilmington Leasing, Inc. v. Parrish Leasing Co., LP, 1996 WL 560190, at *2 (Del.Ch. Sep. 25, 1996) (stating that although the removal of a general partner was "generally addressed [in the partnership agreement], the specific question presented here — the scope of discretion allowed to the limited partners in effecting the general partner's removal — is not. The disputed provision does not, for example, explicitly state that the limited partners' determination will be ‘in their sole discretion.' ”).
. See Desert Equities, Inc. v. Morgan Stanley Leveraged Equity, 624 A.2d 1199, 1206 (Del.1993) (holding that where a “Partnership Agreement provides the General Partner discretionary authority to exclude a limited partner from participation in an investment when participation would have a material adverse effect, the General Partner is obliged to exercise that discretion in a reasonable manner. Reasonableness is a question of fact to be determined by the finder of fact.”) (emphasis in original); see also Wilmington Leasing, 1996 WL 560190, at *2-3. (holding that limited partners' power to remove general partner is limited by the implied covenant and must be exercised reasonably and in good faith, and that an allegation that the decision to remove the limited partner was made unreasonably, necessarily places material facts in dispute, thereby precluding judgment on the pleadings).
. Dunlap, 878 A.2d at 444.
. Majority Opinion at 1127.
. Id.
. The Stock Plan’s preamble provides that the plan "is established ... to provide incentives for [the Company’s] Officers to continue to serve as employees of the Company and its subsidiaries.”
. The allegation that the plaintiffs had a reasonable expectation of sharing in the benefits of the Carlyle transaction is factually bolstered by CEO Shrader's representation that the plaintiffs would be allowed to cash out their Booz Allen shares in the transaction, and that not redeeming the plaintiffs’ shares pre-closing was an "easy moral decision.” It is further supported by the extraordinary measures taken by Booz Allen’s board before the transaction closed specifically to preserve the ownership status quo, including not issuing annual stock rights in 2008.
.Majority Opinion at 1128.
.Conversely, where the exercise of a contract right does further a contracting party's legitimate interest, Delaware courts will not apply the implied covenant, even if the exercise adversely affects the other contracting party. See Cincinnati SMSA LP v. Cincinnati Bell Cellular Sys., 708 A.2d 989 (Del.1998) (refusing to imply restrictions on partner’s ability to compete with partnership where the partnership agreement unambiguously precluded partners from competing with respect to specific services offered by the partnership, but allowed partners to engage in or possess an interest in other business ventures of every kind and description).
. 878 A.2d 434.
. Id. at 442-43.
. Id. at 444.
. Majority Opinion at 1126 (emphasis added).
. Id. at 1127.
. Id.
. See Desert Equities, 624 A.2d at 1206-08 (reversing judgment on the pleadings in favor of defendant in an implied covenant claim because the reasonableness of a contracting party's exercise of its contractual rights is a question of fact. Whether a plaintiff is able to prove that the defendant exercised its contractual rights in an unreasonable manner "is for another day.”).
. We concur with the majority that Counts II and III of the complaint were properly dismissed because both the breach of fiduciary duty and unjust enrichment claims were foreclosed by the Stock Plan (i.e., the relationship between the parties was governed by contract). We respectfully disagree with the majority’s conclusion that the plaintiffs have failed to plead that the directors unjustly benefited from the redemption.