Appeals from the Superior Court of the District of Columbia (CA-529-03) Hon. Zoe Bush, Trial Judge.
The opinion of the court was delivered by: Fisher, Associate Judge
Before SCHWELB and FISHER, Associate Judges, and STEADMAN, Senior 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 pre-judgment interest was miscalculated, we remand the case to correct that error.
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 Count*fn1 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.
"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 canceling party to pay ...