By now most of you have probably heard all about Hyatt Hotels Corp. vs. Women's International Bowling Congress. That's the case in which Hyatt tried unsuccessfully to bring a lawsuit against WIBC for breach of contract when the group failed to use nearly half the 4,735 room nights reserved for its annual convention. The contract between the two parties, it turned out, contained neither an attrition clause nor cut-off provisions. At this point, you've probably read the court decision and seen the quotes from lawyers and other industry experts on what it all means. If you're like me, you're probably getting a little tired of the case, but you're still getting asked about it. So, one more time, here are my answers: "Have good facts," "Work it out," "Not much," and "Nothing." Oh, and just for the record, here are the questions:
Is there a lesson to be learned from Hyatt vs. WIBC? Yes, but it may not be the lessons the "legal experts" are touting about how the case will change history. I think the lesson is pretty simple. If you're going to bring a lawsuit, you better have good facts. And, whether you are simply trying to protect your legal rights, uphold a matter of principle, or make new law, having good facts is essential. Hyatt did not have good facts . . . so it lost.
What might Hyatt have done differently? The hotel probably should have done what all persons who feel they are aggrieved should do: try to work it out. For all I know, it did that. Working it out is almost always a better option than litigation. (Unless, of course, you really have good facts. See above.) Litigation is expensive and time-consuming and almost always should be considered a last resort.
What might WIBC have done differently? From the results of the trial court decision, not much. WIBC came away the clear winner, which just goes to prove the point that litigation is not so bad when you have good facts. WIBC had excellent facts. And they correctly saw no advantage to compromising their rights when they simply didn't have to.
What will be the lasting impact of the case? I think the answer to that is "nothing." Certainly that is true from the perspective of making new law. No new law was made by the court's decision. No new principles were developed. Reduced to its most basic elements, the court's decision merely states what most folks already know: You can't read a provision into a contract that isn't there.
No Lasting Impact? If I wanted to philosophize, I could try to make a whole lot out of the court's decision. I could explain how it will encourage people to draft agreements more carefully, to be explicit and precise in imposing obligations on the parties. I suppose I could say that the decision will force people to look more carefully at the obligations, or lack thereof, that groups take on when they ask hotels to reserve room blocks. I suppose the decision also will force people to better understand what an attrition clause is, and is not. All of those would be good outcomes of the litigation, but none of them is likely to rise to the level of a lasting impact.
As I reflect on all that's been said and written about the decision, maybe there is one more thing to take away. I heard on more than one occasion that WIBC felt that it had no choice but to defend itself because the hotel had not simply raised a legal or a factual issue. Rather, the hotel had challenged the character and good name of WIBC. So perhaps another lesson is that when disputes arise--and they do--do not personalize them. Avoid doing anything that could be perceived as calling into question the character, judgment, or intent of the other side. To do otherwise may make it nigh impossible to resolve disputes without litigation.