Hyatt Corp. v. Women's Intern. Bowling Congress

• Court: U.S. District Court — Western District of New York
• Writing for the Court: Foschio
• Citation: Hyatt Corp. v. Women's Intern. Bowling Congress, 80 F.Supp.2d 88 (W.D. N.Y. 1999)
• Decision Date: 25 August 1999
• Docket Number: No. 97-CV-767A F.,97-CV-767A F.
• Parties: HYATT CORPORATION, d/b/a Hyatt Regency Buffalo, Plaintiff, v. WOMEN'S INTERNATIONAL BOWLING CONGRESS, INC., Defendant.

Page 88

80 F.Supp.2d 88

HYATT CORPORATION, d/b/a Hyatt Regency Buffalo, Plaintiff, v. WOMEN'S INTERNATIONAL BOWLING CONGRESS, INC., Defendant.

No. 97-CV-767A F.

United States District Court, W.D. New York.

August 25, 1999.

Howe & Hutton, Jonathan T. Howe, Samuel J. Erkonen, of counsel, Chicago, Illinois, for plaintiff.

Albrecht, Maguire, Heffern & Gregg, P.C., Richard A. Braden, of counsel, Buffalo, New York, for plaintiff.

Chris Jensen, Atlanta, GA, for defendant.

Nixon, Hargrave, Devans & Doyle, LLP, John J. Weinholtz, of counsel, Buffalo, New York, for defendant.

DECISION and ORDER

FOSCHIO, United States Magistrate Judge.

JURISDICTION

The parties to this action consented to proceed before the undersigned on January 14, 1999. The matter is currently before the court on Defendant's motion for summary judgment filed January 19, 1999 (Docket Item No. 26), Plaintiff's motion for summary judgment filed January 22, 1999 (Docket Item No. 28), and Defendant's alternative motion for partial summary judgment filed January 29, 1999 (Docket Item No. 33).

BACKGROUND

Plaintiff, Hyatt Corporation, d/b/a Hyatt Regency Buffalo ("Hyatt"), commenced this action in New York Supreme Court, Erie County with the filing of the summons and complaint on August 27, 1997. On October 1, 1997, it was removed to this court based on diversity jurisdiction.

Hyatt claims damages for breach of contract (Complaint Count I) based on the failure of Defendant, Women's International Bowling Congress, Inc. ("WIBC"), to pay for a block of rooms which Hyatt had, by written agreement with WIBC, agreed to make available to members of the WIBC in connection with the WIBC's Annual Meeting and Championship Tournament held in Buffalo, New York over the period April 4, 1996 through May 25, 1996. Hyatt alternatively pleads a cause of action (Complaint Count II) based on "detrimental reliance." Hyatt operates the Hyatt Regency Buffalo hotel ("the Hyatt Regency Buffalo" or "the hotel") as agent for West Genesee Hotel Associates ("West Genesee"), a New York limited partnership which owns the hotel under a complex management agreement ("Management Agreement").

On September 11, 1998, the undersigned denied Hyatt's motion to remand the action to state court as it found West Genesee the real party in interest for purposes of diversity jurisdiction.

On January 19, 1999, WIBC moved for summary judgment and filed an attorney affirmation, statement of undisputed facts, memorandum of law and a volume of exhibits in support. Hyatt filed, on February 24, 1999, a memorandum of law in opposition to summary judgment. On April 30, 1999, WIBC filed a memorandum of law in further support of summary judgment.

On January 22, 1999, Hyatt filed a motion for summary judgment accompanied by an attorney affirmation, memorandum of law and statement of undisputed facts. WIBC responded by filing a memorandum of law on February 24, 1999. On April 30, 1999, Hyatt filed a reply memorandum of law in further support of its summary judgment motion.

On January 29, 1999, WIBC filed a motion for partial summary seeking alternative relief in the event its first motion for summary judgment is not granted. Specifically, in its later motion, WIBC seeks to limit its liability for damages to the amount Hyatt would have received for room revenue pursuant to the Management Agreement between Hyatt and West Genesee as, according to WIBC, Hyatt's claim is that of a third-party beneficiary. The motion was accompanied by an attorney affirmation, memorandum of law, and a volume of exhibits.

Hyatt's memorandum of law in opposition to WIBC's partial summary judgment motion was filed on February 25, 1999. In further support of its motion for partial summary judgment, WIBC filed a reply memorandum of law on April 30, 1999. Oral argument was deemed unnecessary.

Based on the following, Defendant's motion for summary judgment is GRANTED and for partial summary judgment is DISMISSED as moot, and Plaintiff's motion for summary judgment is DENIED.

FACTS¹

In 1993, WIBC selected Buffalo, New York as the site of the 1996 Women's International Bowling Congress Annual Meeting and Championship Tournament ("the Convention"), beginning April 4, 1996 through May 25, 1996. The Hyatt Regency Buffalo was chosen as WIBC's headquarters for the Convention. In connection with that designation, WIBC negotiated with the Hyatt Regency Buffalo to hold a block of rooms at the hotel ("the room block") at discounted rates for use by attendees throughout the duration of the Convention. The parties agree that the Hyatt Regency Buffalo was chosen as the headquarters for the Convention because it was able to provide suitable accommodations and facilities for the Convention attendees, exhibitors, sponsors, media representatives, tournament participants and guests. Defendant's Memorandum at 3-4; Plaintiff's Memorandum at 3-4. It was anticipated that the attendees would spend between $25 million to $35 million in the Buffalo area economy.

The parties agree that the anticipated number of attendees who would choose to stay at the Hyatt Regency Buffalo, upon which the room block was projected, was predicated on data based on actual preferred hotel choices of attendees at prior conventions. WIBC could not direct prospective tournament competitors to attend the convention and no attendee was required to stay at the Hyatt Regency Buffalo; rather, potential attendees were given a choice of more than 40 hotels within the Buffalo vicinity, and were requested to indicate up to three choices in order of preference.

The parties maintain this dispute turns on the interpretation of the first two paragraphs of the Agreement executed by their representatives. Those paragraphs state

1. Room Commitment — You [Hyatt] have agreed to hold a block of 325 rooms for WIBC during the peak convention period, and 50 rooms throughout the Tournament period. From past experience, we estimate the following number of rooms will be picked up from your block as headquarters hotel.

April 14, Sunday     — 30
                April 15, Monday     — 50
                April 16, Tuesday    — 50
                April 17, Wednesday  — 85
                April 18, Thursday   — 200
                April 19, Friday     — 275
                April 20, Saturday   — 325
                April 21, Sunday     — 325
                April 22, Monday     — 315
                April 23, Tuesday    — 315
                April 24, Wednesday  — 246
                April 25, Thursday   — 50
                

2. Reservations — As discussed, our in-house travel agency will process hotel reservations for our bowling participants (starting March 28), as well as for the delegates during the peak convention period (April 18-April 25), with the exception of 100 rooms which are designated the WIBC Block and which WIBC will handle directly with the Hyatt Regency Buffalo.

The majority of the bowling participants will require rooms for two or three nights while the delegates generally require rooms for four (4) nights. Many of them will request the double/doubles to accommodate four or five persons per room. We wish to call your attention that the usual 10 percent "no shows" does not hold true with the bowlers; if one member of the team cannot make it, they get a substitute. Therefore, it is advisable not to overbook.

Agreement, Exhibit 1 to Notice of Removal filed October 1, 1999 (Docket Item No. 1), ¶¶ 1-2.

A discounted rate was to be charged for rooms held within the room block. Agreement, ¶ 5. The Agreement also contained an integration clause stating

the points covered in this letter constitute the entirety of our agreement and ... no verbal or other commitments apply. Subsequent amendments and changes must be made in writing prior to implementation.

Agreement at 5.

The Agreement was executed by the Executive Director of WIBC, Sandra L. Shirk, on May 17, 1993, and by the Director of Sales for the Hyatt, Alan J. Fabris, on May 25, 1993.

An addendum to the Agreement dated May 27, 1993 drafted by WIBC amended paragraph 2 of the Agreement by increasing for WIBC "VIPs," Board of Directors members and WIBC staff the number of rooms to be put aside out of the 325 room block to 150 from 100. May 27, 1993 Agreement Addendum, Exhibit B to Agreement. The price for those rooms was also modified. Id. This addendum was executed by Ms. Shirk on behalf of WIBC and by Mr. Fabris on behalf of Hyatt. Id.

Subsequently, a proposed addendum to the Agreement, dated February 20, 1995 and drafted by Hyatt Sales Manager, Jennifer A. Hickey, increased the number of rooms to be held in the room block as follows:

April 14, Sunday     — 50
                April 15, Monday     — 75
                April 16, Tuesday    — 75
                April 17, Wednesday  — 100
                April 18, Thursday   — 325
                April 19, Friday     — 325
                April 20, Saturday   — 325
                April 21, Sunday     — 325
                April 22, Monday     — 325
                April 23, Tuesday    — 325
                April 24, Wednesday  — 300
                April 25, Thursday   — 100
                

Proposed February 20, 1995 Agreement Addendum, Exhibit 1 to Defendant's Response in Opposition to Plaintiff's Motion for Summary Judgment as to Liability filed February 24, 1999 (Docket Item No. 37) ("Defendant's Response in Opposition") at 1.

The proposed addendum also stated that Hyatt had agreed to increase the number of rooms in the room block based on a conversation between Ms. Hickey and Laurie Serena, WIBC's Travel and Meetings Manager, and that WIBC "will be able to completely fill [its] room commitment at the headquarter hotel, Hyatt Regency Buffalo." Id. The proposed addendum also called for Ms. Serena's signature indicating her approval and that a signed copy be returned to Hyatt. Id.

Nothing in the record, however, shows the proposed addendum was ever accepted by WIBC. Rather, on February 21, 1995, Ms. Shirk drafted a different addendum which also increased the size of the room block at the hotel, but made no mention of an agreement by WIBC to fill any room commitment. February 21 Agreement Addendum, Exhibit C Agreement. Specifically, the addendum drafted by Ms. Shirk states: "Extension of room block — A block of 25 additional rooms will be held each night...