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Holland v. Benihana, Inc.

United States District Court, S.D. Florida

September 1, 2017

MARTINAIR HOLLAND, N.V, Plaintiff,
v.
BENIHANA, INC., Defendant.

          ORDER

          DARRIN P. GAYLES UNITED STATES DISTRICT JUDGE.

         THIS 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 granted.

         I. BACKGROUND

         On 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.

         Agreement at 5, § 17 [ECF No. 1-1].

         On 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.[1] [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.

         In sum, the relevant dates are as follows:

• December 15, 2011. Day one of the sublease.
• March 14, 2014. Nine months prior to Early Termination Effective Date.
• April 28, 2014. Defendant provides Notice of Early Termination.
• December 14, 2014. Month 36/Early Termination Effective Date.
• January 28, 2015. Defendant vacates property - nine months after it provides notice of early termination.

         In 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 early ...


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