United States District Court, D. Maine
ORDER ON DEFENDANT'S MOTION FOR PARTIAL SUMMARY
Torresen United States Chief District Judge.
me is Defendant Advantage Payroll Services, Inc.'s
(“Advantage”) motion for partial
summary judgment on four counts. (ECF No. 43, Docket No.
16-cv-438). Advantage requests summary judgment on Count One
of the Amended Complaint filed by Plaintiffs James Howell
(“Howell”), Ronald Rode
(“Rode”), Chase, Mozzicato,
Patz, Inc. (“CMP”), and Payroll,
Etc., Ltd. (“Payroll”), all of
whom are Advantage franchisees. Amended Complaint (ECF No.
42, Docket No. 16-cv-438). Advantage also requests summary
judgment on Count One of the separate, but related Complaint
filed by Plaintiff Precision Payroll Services, Inc.
(“Precision”), a fifth Advantage
franchisee. Complaint (ECF No. 1, Docket No. 16-cv-439).
These two counts are nearly identical requests for
declaratory judgment that the Plaintiffs (collectively,
“the Associates”) have
contractual rights to renew their franchise agreements and
that Associates' recent attempts to renew are valid.
Advantage finally seeks summary judgment on Count One of its
counterclaims in both cases, requesting declaratory judgment
that the Associates do not have a right to renew their
franchise agreements and that attempts to renew are invalid.
Answer and Counterclaims (ECF No. 32, Docket No. 16-cv-438;
ECF No. 6, Docket No. 16-cv-439).
following reasons, the motion is GRANTED.
judgment is appropriate when there is no genuine dispute of
material fact and the moving party is entitled to judgment as
a matter of law. See Fed. R. Civ. P. 56(a). A fact
is material where it could influence the outcome of the
litigation. Oahn Nguyen Chung v. StudentCity.com,
Inc., 854 F.3d 97, 101 (1st Cir. 2017). A dispute is
genuine where a reasonable jury could resolve the point in
favor of the non-moving party. Id. In deciding a
motion for summary judgment, the court must construe
“all the facts in the light most flattering to the
nonmoving party, resolving any evidentiary conflicts in that
party's favor, and drawing all reasonable inferences
therefrom to his behoof.” Id. (quoting
Gomez v. Stop & Shop Supermkt. Co., 670 F.3d
395, 396 (1st Cir. 2012)).
1986 and 1997, each of the Associates entered into
substantially identical contracts with Advantage to operate
an Advantage franchise (the “license
agreements”). JSMF ¶ 63. These license
agreements granted the Associates a ten-year term, with an
option to renew the license agreement for one additional
ten-year term. JSMF ¶¶ 3 (Howell), 9 (CMP), 14
(Payroll), 25 (Rode), 29 (Precision). The License Agreements
provide, in relevant part:
Term and Renewal
A. Except as otherwise provided herein, the term of this
Agreement shall expire ten (10) years from the date of
execution of the License Agreement.
B. Associate may, at its option, renew this Agreement for one
(1) additional term of ten (10) years . . .
1. Associate shall give Company written notice of
Associate's election to renew not less than six (6)
months nor more than twelve (12) months prior to the end of
the initial term; . . . .
5. Associate shall execute Company's then-current form of
renewal license agreement, which agreement shall supersede
this Agreement in all respects, and the terms of which may
differ from the terms of this Agreement, including, without
limitation, a higher fee for company services . . .
See, e.g., Payroll-Midland License Agreement (ECF
the Associates exercised its option and entered into
substantially identical renewal addenda to extend their
contracts for an additional ten-year term. JSMF ¶ 63.
Each renewal addenda was a one-page document that consisted
of four numbered paragraphs. JSMF ¶ 68. In relevant