CORPORATE CREATIONS INTERNATIONAL, INC. and CORPORATE CREATIONS NETWORK, INC., Appellants,
MARRIOTT INTERNATIONAL, INC., Appellee.
final until disposition of timely filed motion for rehearing.
from the Circuit Court for the Fifteenth Judicial Circuit,
Palm Beach County; Cymonie S. Rowe, Judge; L.T. Case No.
L. Frevola, Jr., of The Frevola Law Firm, PLLC, Pompano
Beach, for appellants.
Jennifer N. Hernandez and Wilfredo A. Rodriguez of Avila
Rodriguez, Hernandez Mena & Ferri, LLP, Coral Gables, for
appeal, we determine whether the termination provision in a
contract was ambiguous. The circuit court found the language
unambiguous and entered final summary judgment for Marriott
International. The provision allowed both Marriott and the
plaintiffs, Corporate Creations,  the right to "terminate
the Agreement with or without cause and without
liability," and to do so "during this term, and any
renewal." Based on the plain language of the contract,
we agree that the language is unambiguous and affirm the
circuit court's judgment.
Creations provides registered agent services and corporate
document filing and retrieval services. Corporate Creations
contacted Marriott, seeking to provide these services to it.
After discussions, Corporate Creations sent Marriott a
changed the proposed contract and, after Corporate Creations
accepted the proposed changes, the parties ultimately signed
the contract. Based on the contract, Corporate Creations
agreed to provide Marriott with the described services for an
initial seven-year term.
contract included the following termination provision:
7) Term and Renewal. The term of this Agreement
shall be for a period of seven (7) years from the effective
date and thereafter shall be subject to automatic annual
renewal unless either party elects to terminate the
Agreement, by notice in writing. During this term, and any
renewal thereof, either party may terminate this Agreement
with or without cause and without liability, by providing
written notice of termination to the other party at least
ninety (90) calendar days prior to the renewal date.
five years of the initial seven-year term, Marriott relied on
this provision and terminated the entire contract.
Marriott's termination, according to Marriott, was
Creations filed a complaint against Marriott, alleging breach
of contract. Corporate Creations did not dispute that
Marriott gave notice of termination more than ninety calendar
days before the March 12, 2019 renewal date. Instead,
Corporate Creations argued Marriott terminated the automatic
renewal of future terms but did not terminate the contract
during the initial seven-year term.
moved for summary judgment, arguing the contract
unambiguously allowed it to terminate the contract during the
initial seven-year term. Corporate Creations filed an
affidavit in response, arguing Marriott's interpretation
would render portions of the termination provision mere
surplusage. Corporate Creations also provided the language it