AC Consulting, LLC v. Alexion Pharmaceuticals, Inc.

Syllabus

The plaintiff sought to recover damages from the defendant for, inter alia, breach of contract. In January, 2013, the plaintiff had entered into a service contract with the defendant, in which the plaintiff agreed to provide the defendant with administrative support and coordination of security details for heightened risk employee travel. The contract provided, inter alia, that it was operative through December 31, 2016, but that the defendant could terminate the contract upon five days' written notice. The defendant terminated its contract with the plaintiff in November, 2014. Subsequently, the plaintiff commenced the present action and filed a substitute complaint, which alleged breach of contract, negligent misrepresentation, and breach of the covenant of good faith and fair dealing. The defendant filed a motion to strike the complaint, which the trial court granted. Thereafter, the court granted the defen- dant's motion for judgment and rendered judgment thereon, from which the plaintiff appealed to this court. On appeal, the plaintiff claimed, inter alia, that, on the basis of the allegations that, prior to executing the contract, the defendant had represented to the plaintiff that the contract would remain in effect for more than three years, the trial court should have concluded that the defendant was estopped from relying on the contract's termination provision, and that, because the defendant should have been estopped from terminating the contract, the court should have viewed the allegation in the complaint that the defendant terminated the contract prior to its expiration as sufficient to allege breach of contract, negligent misrepresentation, and breach of the covenant of good faith and fair dealing. Held: 1. The plaintiff could not prevail on its claim that, in considering the legal sufficiency of the substitute complaint, the trial court improperly failed to consider whether the applicable contractual period was ambiguous and to construe the claimed am