
    Ronald Ryan, Appellant, v Brophy, Gestal, Knight & Co., L.P., et al., Respondents.
    [605 NYS2d 288]
   Inasmuch as the 1982 Divisional Management Agreement, whereby plaintiff and another were employed by a predecessor of Brophy, Gestal, Knight & Co. ("BGK”) to establish and manage the Ryan Financial Strategy Group (the "Division”), contemplated that the managers would, among other benefits, receive 49% of the proceeds of any sale of the Division, questions of fact are presented, inter alia, as to whether or not the 1988 Sanwa Bank—BGK transaction included a sale of "substantially all of the assets” of the Ryan Division and, if not, whether the continued use of the Division’s assets such as the Ryan Index and the Knowledge Network after such transaction constituted a conversion of its assets. Moreover, as in all contracts, there is an implied obligation of good faith, an element which is also called into question in this case (see, Goll v New York State Bar Assn., 193 AD2d 126, 129). Concur —Wallach, J. P., Kupferman, Ross, Kassal and Nardelli, JJ.  