United States District Court, S.D. New York
OPINION AND ORDER
G. SCHOFIELD, District Judge:
third time, Defendant MasterCard International Inc.
(“MasterCard”) moves for summary judgment on
Plaintiff International Cards Company, Ltd.'s
(“ICC”) breach of contract claim. For the reasons
explained below, the motion is granted.
with the underlying allegations and procedural history is
assumed. See Int'l Cards Co. v. MasterCard Int'l
Inc., No. 13 Civ. 2576, 2016 WL 3039891, at *1-3
(S.D.N.Y. May 26, 2016). New York contract law applies.
Id. at *1. The following facts are taken from the
parties' submissions and are undisputed.
1999 until April 2, 2013, ICC was granted a MasterCard
Membership and related brand licenses. During this period,
the parties executed license agreements that incorporated by
reference MasterCard's Rules and Standards
(“Rules”). MasterCard's Rules and the
operative license agreements comprised ICC's contract
Rules governed ICC's Membership in the MasterCard system.
They apply to all Members, which are referred to as
1.6 governs “Termination of Participation” in the
MasterCard system. At issue on this motion is Rule 1.6.2,
“Termination by the Corporation.” It states in
A Customer [i.e., ICC] may be terminated as a Customer by the
Corporation [i.e., MasterCard]. The termination is effective
upon delivery, or an inability to deliver after a reasonable
attempt to do so, of written or actual notice by the
Corporation to the Customer.
The Corporation may, at its sole discretion, effect such
termination forthwith and without prior notice if: . . .
3. The Customer fails or refuses to make payments in the
ordinary course of business or becomes insolvent . . . .
second paragraph of Rule 1.6.2, quoted in part above,
contains a total of eight subparts, including subpart 3
quoted above. Each subpart describes a circumstance
concerning a Customer's business operations, such as
being placed in liquidation or failing to do business for 26
1.6.1 governs termination by a Customer. It states in part:
“A Customer may voluntarily terminate its Participation
. . . . In order to voluntarily terminate as a Customer, a
Customer must give written notice addressed to the Secretary
of this Corporation . . . .” Rule 1.6.1 does not
require a Customer to provide a reason for termination,
although the date on which the Customer's termination is
to take effect must be “at least thirty days after the
notice is received by the Secretary.”
April 2, 2013, ICC received a letter from MasterCard, stating
ICC's “principal Membership in MasterCard . . . and
brand licenses for MasterCard . . . have been terminated
effective 2 April 2013 (Termination Date), as specified in
MasterCard Rule 1.6.2.”