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Corporate Creations International, Inc. v. Marriott International, Inc.

Florida Court of Appeals, Fourth District

July 10, 2019

CORPORATE CREATIONS INTERNATIONAL, INC. and CORPORATE CREATIONS NETWORK, INC., Appellants,
v.
MARRIOTT INTERNATIONAL, INC., Appellee.

         Not final until disposition of timely filed motion for rehearing.

          Appeal from the Circuit Court for the Fifteenth Judicial Circuit, Palm Beach County; Cymonie S. Rowe, Judge; L.T. Case No. 502018CA002023XXXXMB.

          Albert 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 appellee.

          KUNTZ, J.

         In this 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, [1] 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.

         Background

         Corporate 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 proposed contract.

         Marriott 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.

         The 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.

         After 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 effective immediately.

         Corporate 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.

         Marriott 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 first ...


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