## Facts

- A professional association (NAPUS) contracted with a hotel (Hyatt) to host annual leadership conferences in February 2002, 2003, and 2004, including room blocks and related services.
- The contract provided (1) a general “Cancellation Option” allowing cancellation for any reason with liquidated damages and (2) a “For Cause” clause allowing cancellation without liquidated damages for “acts of God, war, terrorism, disaster, or other emergencies.”
- After contracting, a federal arbitrator moved the U.S. Postal Service Rural Mail Count for 2003 and 2004 from September to February, creating a conflict for many postmasters with the planned conference dates.
- NAPUS sought to reschedule with Hyatt but the parties did not reach agreement on new dates and rates.
- NAPUS cancelled the 2003 and 2004 conferences, asserting the scheduling change was an “emergency” under the For Cause clause and/or that performance was commercially impracticable.
- Hyatt rejected those bases and demanded liquidated damages under the Cancellation Option.
- NAPUS sued for declaratory relief to avoid liquidated damages; Hyatt sought liquidated damages, attorney’s fees, and prejudgment interest.
- The trial court granted summary judgment for Hyatt, enforced liquidated damages, and awarded attorney’s fees and prejudgment interest; NAPUS appealed.

## Issues

1. Whether the arbitrator-driven scheduling conflict constituted an “emergency” under the contract’s For Cause clause permitting cancellation without liquidated damages.
2. Whether commercial impracticability excused NAPUS’s performance or liability for liquidated damages.
3. Whether the contract’s cancellation structure and conditions allocated the risk of non-emergency cancellation to NAPUS.
4. Whether the trial court abused its discretion by denying leave to amend to add a later-occurring blizzard as an additional For Cause basis.
5. Whether attorney’s fees and prejudgment interest were properly awarded and calculated.

## Decision

- The court affirmed summary judgment for Hyatt, concluding the For Cause clause did not apply to the scheduling conflict.
- The court rejected commercial impracticability because the contract’s terms allocated the risk of non-emergency cancellation to the cancelling party through liquidated damages.
- The court held the trial court did not abuse its discretion in denying amendment to add a later-occurring blizzard theory.
- The court upheld Hyatt’s contractual attorney’s fees award.
- The court remanded solely to correct the prejudgment interest amount due to a miscalculation.

## Legal Principles

- Force majeure-style clauses listing specific catastrophic events and referring to “other emergencies” are construed narrowly; the general phrase is limited to events similar in kind to the enumerated events.
- A scheduling conflict created by third-party action, even if disruptive, is not an “emergency” absent characteristics comparable to war, terrorism, disaster, or acts of God.
- Where a contract provides a broad cancellation right with liquidated damages and a narrow emergency cancellation right without damages, the agreement is treated as an express allocation of cancellation risk to the cancelling party outside the emergency carveout.
- Common-law impracticability generally does not displace a clear contractual allocation of risk and remedies for cancellation.
- Denial of leave to amend is reviewed for abuse of discretion; a trial court may deny amendment when it would inject later-arising events and expand the case late in the proceedings.

## Conclusion

The D.C. Court of Appeals enforced the contract’s liquidated damages scheme, holding that an arbitrator-imposed scheduling conflict was not an “emergency” under the For Cause clause and that impracticability could not override the parties’ allocation of cancellation risk; it affirmed fees and remanded only to correct prejudgment interest.


Nat'l Ass'n of Postmasters of the U.S. v. Hyatt Regency Wash., 894 A.2d 471 (D.C. 2006)