UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ AVANTAX WEALTH MANAGEMENT, INC., │ Plaintiff-Appellee, │ │ v. > No. 23-5880 │ │ MARRIOTT HOTEL SERVICES, INC., │ Defendant-Appellant. │ ┘

Appeal from the United States District Court for the Middle District of Tennessee at Nashville. No. 3:21-cv-00810—William Lynn Campbell, Jr., District Judge.

Argued: May 2, 2024

Decided and Filed: July 12, 2024

Before: SILER, CLAY, and GRIFFIN, Circuit Judges.

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COUNSEL ARGUED: Steven M. Rudner, RUDNER LAW OFFICES, Dallas, Texas, for Appellant. J. Isaac Sanders, NEAL & HARWELL PLC, Nashville, Tennessee, for Appellee. ON BRIEF: Steven M. Rudner, RUDNER LAW OFFICES, Dallas, Texas, for Appellant. J. Isaac Sanders, Jeffrey A. Zager, William J. Harbison II, NEAL & HARWELL PLC, Nashville, Tennessee, for Appellee. _________________

OPINION _________________

CLAY, Circuit Judge. Defendant Marriott Hotel Services, Inc. (“Marriott”) appeals the denial of its motion for summary judgment and the grant of summary judgment to Plaintiff Avantax Wealth Management, Inc. (“Avantax”). After terminating a contract with a hotel No. 23-5880 Avantax Wealth Mgmt., Inc v. Marriott Hotel Servs., Inc. Page 2

managed by Marriott, Avantax brought the instant declaratory judgment action against Marriott, seeking a declaration approving its termination of the contract. Marriott thereafter filed a counterclaim for breach of contract, and both parties moved for summary judgment. The district court granted Avantax’s motion for summary judgment and denied Marriott’s motion for summary judgment because it concluded that Avantax validly terminated the contract under the contract’s force majeure clause. For the reasons set forth below, we AFFIRM the district court’s order.

I. BACKGROUND

A. The Parties’ Agreement

For a number of years, Plaintiff Avantax, a financial planning company, and its predecessor companies have held an annual conference for company employees. The purpose of the annual conference is to promote the continuing education of the company’s employees and to encourage networking and communication among attendees. The conference has frequently been described as a “family reunion,” as many of the attending employees know each other from having gotten together in prior years. See Guess Dep. Excerpts, R. 53-2, Page ID #843, 847. The conference has followed a similar schedule year after year. Over several days, employees attend daily general sessions at which speakers present, breakfasts and lunches, networking opportunities, a hall of exhibit booths, and a closing party. The conference has normally also included an opening reception, with food service and an open bar, which has been designed to encourage people to move about, interact, and socialize.

Avantax’s 2021 annual conference was to be held at the Gaylord Opryland Resort & Convention Center (“Gaylord Opryland”) in Nashville, Tennessee. In March 2019, Avantax’s predecessor, H.D.