United States Court of Appeals For the Seventh Circuit ____________________ No. 22-1217 BEACH FORWARDERS, INC., Plaintiff-Appellee, v. SERVICE BY AIR, INC., Defendant-Appellant. ____________________

Appeal from the United States District Court for the Northern District of Illinois, Eastern Division. No. 1:21-cv-56 — Gary Feinerman, Judge. ____________________

ARGUED OCTOBER 25, 2022 — DECIDED AUGUST 7, 2023 ____________________

Before SYKES, Chief Judge, and FLAUM and LEE, Circuit Judges. LEE, Circuit Judge. Service By Air, Inc., a shipping and lo- gistics company, hired Beach Forwarders, Inc. as its exclusive agent in Virginia. After ten years, the relationship soured, and Beach Forwarders wanted out. Service By Air told Beach For- warders it could not walk away without breaching their per- petual contract. Beach Forwarders thought differently and sought a declaratory judgment that it could and did lawfully 2 No. 22-1217 terminate the contract. The district court sided with Beach Forwarders and entered judgment on the pleadings, holding that the contract was terminable at will. We affirm. I. The parties entered into a service and agency agreement (Agreement) in 2010. The Agreement had a three-year term, a continuous one-year renewal option, and a mutual nonre- newal provision. Because it does not impact the outcome, we assume, as did the district court, that the parties amended the Agreement in 2013. The amendment modified the Agreement to state that the Agreement would renew perpetually for consecutive one- year terms, unless Service By Air, in its sole discretion, notifies Beach Forwarders of its intention to terminate the Agreement thirty days prior to each annual expiration date. The amendment, however, left untouched the following cure provision in the Agreement: 20. TERMINATION A. SBA [Service By Air] shall not be deemed to be in default of this Agreement unless Agent [Beach Forwarders] has provided SBA written notice of an alleged material breach of this Agreement and provided SBA with at least thirty (30) days to correct such claimed breach or if the breach cannot be corrected within said thirty (30) days but SBA has provided Agent with evidence of its efforts to cure said breach, SBA shall be allowed time to cure said alleged breach which shall in no event be more than ninety (90) days after such notice. Upon No. 22-1217 3

expiration of said period Agent may terminate this Agreement effective ten (10) days after de- livery to SBA of notice thereof. A termination of this Agreement by Agent for any other reason shall be deemed a termination by Agent without cause. In August 2020, Beach Forwarders notified Service By Air that it believed that the Agreement, as amended, was termi- nable at will and that it wished to do so. By that time, Service By Air had been acquired by Radiant Logistics Inc., a shipping company. And Radiant’s counsel responded that: (1) only Ser- vice By Air possessed the right not to renew, and (2) Beach Forwarders had not notified Service By Air of any material breach and, as such, Beach Forwarders could not terminate the Agreement. II. Beach Forwarders sought a declaratory judgment on sev- eral points: first, that the Agreement, as amended, was termi- nable at will and had been terminated in a timely manner; and second, that the amendment was void, unenforceable, and subject to rescission. Beach Forwarders moved for judgment on the p