Breach of contract; Interpretation of the term “Existing Agreement” in a 2020 Order Form termination provision; “Or”; Last-antecedent rule; Declaratory judgment; Leave to amend the complaint

The court concluded that (1) “no breach of the parties’ contract occurred,” (2) the trial court did not err in declining to grant plaintiff-CA a declaratory judgment, and (3) “the trial court did not abuse its discretion by denying CA’s request for leave to amend the complaint.” CA initially contended “that the definition of ‘Existing Agreement’ in the 2020 Order Form termination provision indicates that [defendant-]GM was required to either terminate all of the agreements between the parties, or none of them.” The court held that this interpretation was incorrect. “The use of the disjunctive ‘or’ between the listed documents in the 2020 Order Form that” made up the “Existing Agreement” created alternatives and allowed “for termination of one or more of the listed items. According to the plain language of the contract, GM could therefore elect to terminate the 2020 Order Form alone, without also terminating the underlying 2015 License Agreement. Further, the collective label ‘Existing Agreement’ does not transform ‘or’ into ‘and.’ As the trial court properly explained, ‘Existing Agreement’ is a collective shorthand whose contents depend on which agreements GM selects to terminate. CA’s contrary reading would render ‘or’ meaningless and conflict with the portion of the provision stating that ‘neither party shall have further obligations under the terminated portions of the this [sic] Agreement[.]’ Additionally, the ‘terminated portions’ phrase further indicates that the termination provision allows for selective termination.” CA also argued “that the parties’ deletion of the phrase ‘in whole or in part,’ which appears only in Section 5.3 of the 2015 License Agreement, means that [they] intended to prevent GM from engaging in selective termination of specific orders.” But the court found it clear from reading the clause in context “that the omission of the phrase ‘in whole or in part’ only prevents GM from selectively terminating items within a single instrument (i.e., terminating only part of the Order Form), not the ability to choose which instruments to terminate from the disjunctive list that makes up the parties ‘Existing Agreement.’” The court concluded that “under the last-antecedent rule, the clause ‘together with each and all Purchase Orders’ only modifies the preceding phrase, ‘this Order Form[.]’” The court saw “no contrary intention in the text of the contract. Accordingly, the 2020 Order Form requires only that GM terminate all purchase orders issued under the Order Form if it also elects to terminate the Order Form itself.” The court also disagreed “with CA’s contention that the termination provision is susceptible to multiple interpretations.” Thus, it held that “GM effectively terminated the 2020 Order Form and all associated purchase orders before the final-year prepayment date. The notice of termination that GM sent to CA on [9/1/22], identified and terminated the Order Form and ‘any purchase orders associated with the Order Form,’ as required by the 2020 termination provision. Without an amount due, failure to pay cannot constitute breach.”