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Click here for the full text of this decision FACTS:This case involves a contract dispute arising from the termination of two contracts for security services between United Protective Services and two commercial property owners, West Village Limited Partnership and Preston Royal Realty Co. United sued West Village and Preston Royal for breach of contract and for a declaratory judgment arguing the contracts required defendants to give 30 days’ notice before termination and requesting damages. The parties filed cross-motions for summary judgment. The trial court granted the defendants’ motion, denied United’s motion, ordered that United take nothing by its suit, and awarded attorneys’ fees to defendants. HOLDING:Reversed and remanded. Paragraph 8A of the contracts contains three different provisions concerning termination: 1. The contract continues for the period indicated unless a notice to discontinue is sent 30 days before the end of the term. 2. The contract may be terminated at will at any time upon notice from either party. 3. The contract may be terminated by United immediately without penalty for an unsatisfactory payment pattern by client. Termination under the first provision may be for any reason, but not at any time. Termination must be by written notice sent at least 30 days before the end of the term. However, there is no term specified in these contracts. The second provision allows termination by either party at will at any time upon notice. The third provision allows United to terminate immediately without penalty (and apparently without notice) at its option if the client’s payment history is unsatisfactory. The first and second provisions conflict. Paragraph 8A is subject to different constructions, but none gives effect to all of its provisions. It could mean that the contract can be terminated only on 30 days’ notice by either party, but that United may terminate immediately without notice for unsatisfactory payment by the client. This construction, however, leaves the termination at-will at-any-time provision meaningless. The paragraph could be construed to provide for automatic renewal of the contract “unless a notice in writing to discontinue is sent to either party at least thirty (30) days prior to the expiration of the term,” and the second provision allows the parties to terminate the contract at will, at any time upon notice. The third provision is only an example of a cause of immediate termination. However, if the contract can be terminated at any time under the second provision, the first and third provisions are superfluous. United argues that the word “notice” in the second provision (termination at any time) must mean 30 days’ notice as used in the first sentence of paragraph 8A. While this may be one reasonable interpretation of the paragraph, it is not the only one. The language of paragraph 8A does not tie the term “notice” to a particular time period. Elsewhere in the contracts, “notice” is used in connection with different time periods, for example 15 days; thus, “notice” used without a specified time period could reasonably mean no time period is required. The language that the contract may be terminated “at will at any time upon notice from either party” could reasonably mean that no time period is required after notice for the termination to be effective, the court states. The court concludes the termination provisions in paragraph 8A are conflicting and the court cannot harmonize those provisions while giving effect to the entire agreement. Thus the contracts are susceptible of more than one reasonable interpretation. Therefore, the court concludes the contracts are ambiguous and the parties’ intent regarding the notice requirement for terminating the contract is a fact issue to be resolved by the trier of fact. Because the contracts are ambiguous, the trial court erred in granting summary judgment. OPINION:Moseley, J.; Morris, Moseley and FitzGerald, JJ.

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