Beach Forwarders, Inc. v. Service By Air, Inc.

Dist. Ct. did not err in granting judgment on pleadings in plaintiff’s favor in action seeking declaration that contract between parties, which hired plaintiff as defendant’s exclusive agent in its shipping and logistics company, allowed plaintiff to terminate contract. Original contract had 3-year term, continuous one-year renewal option, and mutual non-renewal provision. Said contract was amended three years later to provide that agreement would renew perpetually for one-year terms, unless defendant, in its sole discretion, notified plaintiff of its intention to terminate contract with 30 days notice prior to end of annual expiration date. Amended contract, though, left intact provision in original contract that contract could be terminated under certain circumstances, where defendant had caused material breach that went uncorrected after certain period of time. Under Illinois law, as contract of indefinite duration, instant contract was terminable at will. Moreover, because contract did not clearly state that agreement can only be terminated based on occurrence of certain conditions or events, defendant did not rebut presumption that instant contract was terminable at will.