United States District Court, S.D. Florida
P. GAYLES UNITED STATES DISTRICT JUDGE.
CAUSE comes before the Court on Defendant Benihana,
Inc.'s Motion to Dismiss the Complaint or, in the
Alternative, Motion for Summary Judgment [ECF No. 15]. The
Court has reviewed the Motion and the record and is otherwise
fully advised. For the reasons discussed below, the Motion is
December 16, 2011, Plaintiff Martinair Holland, N.V.
(“Plaintiff”) and Defendant Benihana, Inc.
(“Defendant”) entered into a sublease agreement
whereby Plaintiff leased office space to Defendant (the
“Agreement”). The Agreement provides that the
sublease would commence on December 15, 2011, and would end
on January 30, 2018 (the “Termination Date”),
unless the Agreement was terminated sooner in accordance with
the other provisions of the sublease. See Agreement
at 2, § 5 [ECF No. 1-1]. The Agreement includes an early
termination provision which provides:
Sublessee shall have the right to terminate this Sublease
(the “Termination Option”) effective as of the
end of the 36th month of the Term, by delivering nine (9)
months prior written notice to the Sublessor.
at 5, § 17 [ECF No. 1-1].
April 28, 2014, a little over 40 months into term of the
Agreement, Defendant provided Plaintiff with written notice
that it intended to exercise the Termination
Option. [ECF No. 15-1, Exhibit B]. On May 2, 2014,
Plaintiff rejected Defendant's early termination notice,
arguing that Defendant's notice was untimely. [ECF No.
15-1, Exhibit C]. On January 28, 2015, nine months after its
notice of early termination to Plaintiff, Defendant vacated
the property, tendered what it believed to be all necessary
final payments, and returned the keys to the property to
Plaintiff. Plaintiff refused to accept the early termination
and continued to demand ongoing rental payments.
the relevant dates are as follows:
• December 15, 2011. Day one of the sublease.
• March 14, 2014. Nine months prior to Early Termination
• April 28, 2014. Defendant provides Notice of Early
• December 14, 2014. Month 36/Early Termination
• January 28, 2015. Defendant vacates property - nine
months after it provides notice of early termination.
December 2016, Plaintiff filed this action against Defendant
in Miami-Dade Circuit Court. In the Amended Complaint,
Plaintiff alleges that Defendant breached the sublease by
failing to pay all rent due and by terminating the sublease