997 N.E.2d 23
Ind. Ct. App.2013Background
- City entered Management and License Agreements in 1993 with NFF and Century Center for Hall of Fame; initial term 40 years with auto five-year renewals.
- In 2000, Century Center and Specialty Foods entered the UMO Agreement granting exclusive food service rights in the Hall of Fame, with Specialty Foods occupying 3,286 square feet.
- Interim management agreements in 2001 and 2006 shifted Hall of Fame operations to NFF during interim periods, due to financial shortfalls.
- In 2009 NFF indicated relocation of the Hall of Fame to Atlanta; in 2012 NFF announced closing of the Hall of Fame in South Bend on December 31, 2012.
- Specialty Foods extended its renewal option to August 2015, but in August 2012 was informed the Hall would close, terminating Specialty Foods’ agreement.
- Specialty Foods filed for declaratory judgment in December 2012; trial court denied; appellate review followed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether force majeure excuses Century Center’s performance. | Specialty Foods asserts force majeure does not cover relocation/closure and foresees no excuse. | Century Center contends the clause excuses performance for any reason outside reasonable control, including closure/relocation. | Yes; force majeure applies to excuse non-performance due to closure/relocation. |
Key Cases Cited
- Kel Kim Corp. v. Central Markets, Inc., 519 N.E.2d 295 (N.Y. 1987) (restrictive ‘or other similar causes’ language limits applicability)
- Va. Power Energy Mktg., Inc. v. Apache Corp., 297 S.W.3d 397 (Tex. App. 2009) (scope of force majeure depends on contract language)
- Sun Operating Ltd. P’ship v. Holt, 984 S.W.2d 277 (Tex. App. 1998) (force majeure as a non-substantive descriptor; depends on contract)
- Bethlehem Steel Corp. v. Sercon Corp., 654 N.E.2d 1163 (Ind. Ct. App. 1995) (contractual interpretation; parties may define force majeure)
- State Farm Fire & Cas. Co. v. Riddell Nat’l Bank, 984 N.E.2d 655 (Ind. Ct. App. 2013) (contract interpretation; read contract as a whole)
- Allen v. Clarian Health Partners, Inc., 980 N.E.2d 306 (Ind. 2012) (intent of parties and surrounding circumstances in contract interpretation)