National v. Hyatt Regency Washington

• Decision Date: 16 March 2006
• Docket Number: No. 04-CV-1112.,No. 04-CV-1343.,04-CV-1112.,04-CV-1343.
• Parties: NATIONAL ASSOCIATION OF POSTMASTERS OF THE UNITED STATES, Appellant, v. HYATT REGENCY WASHINGTON Appellee.
• Court: D.C. Court of Appeals

Page 471

894 A.2d 471

NATIONAL ASSOCIATION OF POSTMASTERS OF THE UNITED STATES, Appellant, v. HYATT REGENCY WASHINGTON Appellee.

No. 04-CV-1112.

No. 04-CV-1343.

District of Columbia Court of Appeals.

Argued January 10, 2006.

Decided March 16, 2006.

COPYRIGHT MATERIAL OMITTED

Christine N. Kearns, Washington, with whom Matthew A. Anzaldi was on the brief, for appellant.

Frederic W. Schwartz, Jr., with whom Bart F. Higgins, and Jamil N. Alibhai were on the brief, for appellee.

Before SCHWELB and FISHER, Associate Judges, and STEADMAN, Senior Judge.

FISHER, Associate Judge:

In this contract dispute, the National Association of Postmasters of the United States (NAPUS) and Hyatt Regency Washington (Hyatt) each sought summary judgment in relation to the cancellation of two NAPUS conferences to be held at Hyatt. The trial court granted judgment for Hyatt, holding that NAPUS was not permitted to cancel the conferences without paying liquidated damages because it had not given notice within the time limits established by the contract. We affirm the trial court's ruling, on alternative grounds, and uphold the award of attorneys' fees. Because the amount of prejudgment interest was miscalculated, we remand the case to correct that error.

I.

This dispute arose from a multi-year contract in which Hyatt agreed to provide blocks of rooms and other amenities for the annual leadership conference held by NAPUS. The contract, entered into in February of 2001, set specific dates for the 2002, 2003, and 2004 conferences. In each of those years, the gathering was to be held in mid-February, as it had been for many years.

After this contract was executed, a federal arbitrator, ruling on a collective bargaining agreement between two entities not parties to this appeal or the underlying suit, ordered the U.S. Postal Service to move the 2003 and 2004 Rural Mail Count¹ from its usual time in September to a new time in February. The dates selected by the arbitrator, February 15 through March 15, 2003, and February 14 through March 6, 2004, substantially conflicted with the dates of the 2003 and 2004 leadership conferences, which were to be held February 12-21, 2003, and February 11-20, 2004.

Because postmasters play a central role in conducting the Rural Mail Count, this newly-emerged conflict at the very least made it inadvisable to hold the leadership conferences for 2003 and 2004 on the dates previously scheduled. NAPUS learned of the change in dates and resulting conflict on February 4 or 5, 2002, and it verified on February 17, 2002, that a substantial number of postmasters would be unable to attend the 2003 and 2004 conferences due to the conflicting obligation. On February 7, 2002, NAPUS orally informed the Hyatt that there was a conflict with the 2003 and 2004 leadership conference dates. On February 8, NAPUS began exchanging e-mails with Hyatt in an attempt to identify new dates for the conference. Hyatt indicated that it would charge increased rates for the days it proposed, but NAPUS was unwilling to pay those increased rates. Unable to find dates and prices that fit, NAPUS sent a letter on February 25, 2002, terminating the contract for 2003 and 2004.

NAPUS sought a declaratory judgment absolving it of any liability for terminating the contract, relying upon a "For Cause" cancellation clause and also asserting the impracticability of performance. Hyatt counter-sued for liquidated damages under the "Cancellation Option" and sought attorneys' fees and costs. Both parties moved for summary judgment, and the Superior Court granted judgment in favor of Hyatt, finding that NAPUS owed liquidated damages in the amount of $257,617 because it did not strictly comply with the notice requirements of the "For Cause" cancellation clause.

II.

"In reviewing a trial court's grant of summary judgment, we make an independent review of the record and employ the same standards as does the trial court in initially considering the motion." Croce v. Hall, 657 A.2d 307, 309-10 (D.C. 1995). "We therefore must determine whether the party awarded summary judgment demonstrated that there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. We view the record in the light most favorable to the non-moving party." Childs v. Purll, 882 A.2d 227, 233 (D.C.2005). We can affirm the judgment on a different ground if "the appellant [will] suffer[] no procedural unfairness — that is, [if][it] had notice of the ground upon which affirmance is proposed, as well as an opportunity to make an appropriate factual and legal presentation with respect thereto." In re Walker, 856 A.2d 579, 586 (D.C.2004) (per curiam). Where there will be no procedural unfairness, "we may affirm a judgment on any valid ground, even if that ground was not relied upon by the trial judge or raised or considered in the trial court." Id. (citing In re O.L., 584 A.2d 1230, 1232 (D.C.1990)). The requirement of procedural fairness is satisfied here, because the ground on which we rely was raised in the trial court and fully debated before us.

"[S]ummary judgment is appropriate where a contract is unambiguous since, absent such ambiguity, a written contract duly signed and executed speaks for itself and binds the parties without the necessity of extrinsic evidence." Holland v. Hannan, 456 A.2d 807, 815 (D.C.1983). Although the parties have engaged in a spirited debate about the meaning of their agreement, "[c]ontracts are not rendered ambiguous by the mere fact that the parties do not agree upon their proper construction." Id. Moreover, a contract "is not ambiguous where the court can determine its meaning without any other guide than a knowledge of the simple facts on which, from the nature of language in general, its meaning depends." Id. (internal quotation marks and citation omitted). Our analysis reveals that the remaining factual disputes are not material and that this case therefore was ripe for summary judgment.

A. Cancellation of the Contract

Two cancellation provisions in the contract are at the center of controversy in this case. The first of these is a "Cancellation Option." It allows either party to cancel the contract upon written notice to the other, but requires the cancelling party to pay liquidated damages in the amount found in an accompanying graduated scale:

[e]ither the Hotel or the Group may cancel any one or all of the dates stated as "definite" in this contract without cause upon written notice to the other party at any time prior to the arrival of the event room block and upon payment of an amount based on the [graduated] scale.

Hyatt claims that NAPUS' cancellation falls within this broad provision. NAPUS, on the other hand, claims that the rescheduling of the Rural Mail Count created an emergency it could not foresee and, therefore, the cancellation of the conference falls within the "For Cause" provision. The "For Cause" clause is much narrower than the "Cancellation Option," but permits cancellation without liability:

[t]he parties' performance under this Contract is subject to acts of God, war, government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, or any other emergency beyond the parties' control, making it inadvisable, illegal or which materially affects a party's ability to perform its obligations under this Contract. Either party may terminate this Contract for any one or more of such reasons upon written notice to the other party within three (3) days of such occurrence or receipt of notice of any of the above occurrences.²

NAPUS asks us to hold that the rescheduling of the Rural Mail Count is covered by the "For Cause" cancellation clause. If that clause applies, we then must decide whether NAPUS gave proper and timely notice in compliance with the contract. We conclude that the rescheduling of the Rural Mail Count was not covered by the "For Cause" cancellation provision and, therefore, need not reach the second issue.

The "For Cause" clause begins by enumerating several circumstances in which the contract can be cancelled for cause: "acts of God, war, government regulation, terrorism, disaster, strikes, civil disorder, [and] curtailment of transportation facilities." NAPUS does not argue that the rescheduling of the Rural Mail Count falls within any of these specifically enumerated categories.³ It does contend, however, that this change of circumstances fits within the residual category of "any other emergency beyond the parties' control, making it inadvisable, illegal or which materially affects a party's ability to perform its obligations under this Contract."

We decline to interpret the "any other emergency" provision so broadly. A common aid for interpreting both statutes and contracts is ejusdem generis: "Where general words follow specific words in a[n]... enumeration, the general words are construed to embrace only objects similar in nature to those objects enumerated by the preceding specific words." Edwards v. United States, 583 A.2d 661, 664 (D.C. 1990) (citing 2A SUTHERLAND ON STATUTORY CONSTRUCTION § 47.17, at 166 (4th ed.1984)); see also Lang v. F.G. Arwood & Co., 65 A.2d 194, 196 (D.C. 1949) (applying the doctrine to contract interpretation); BLACK'S LAW DICTIONARY 556 (8th ed. 2004) ("[W]hen a general word or phrase follows a list of specifics, the general word or phrase will be interpreted to include only items of the same type as those listed.").

The events specifically enumerated in the "For Cause" clause of the contract are qualitatively different from the rescheduling of the Rural Mail Count. It was not a war, an act of God, or an act of terrorism; it was not a strike, civil disorder, or a curtailment of transportation facilities. This unexpected conflict of schedules was not "of the same kind" as the events listed. It would excuse the payment of liquidated damages only if it qualifies as "any other emergency" under the...