Submitted: December 16, 2015
from United States District Court for the District of
Nebraska - Omaha
WOLLMAN, LOKEN, and BYE, Circuit Judges. 
April 2011, Gateway Customer Solutions, LLC
("Gateway"), entered into a Business Referral
Agreement with GC Services Limited Partnership ("GC
Services") in which Gateway agreed to solicit and refer
potential clients to GC Services. Gateway soon introduced GC
Services to Mercedes-Benz Financial Services
("MBFS"). In August 2011, MBFS awarded GC Services
a three-year contract to provide call center services to MBFS
(the "2011 Agreement"). The Gateway - GC Services
agreement provided for commission payments to Gateway for
"[t]he duration of an awarded contract and any renewals
2014, GC Services and MBFS entered into a new agreement
reciting that it "supersedes and replaces" their
2011 Agreement. Gateway commenced this diversity action,
alleging that it is entitled to continuing commissions
because the new agreement (the "2014 Agreement")
was a "renewal" of the 2011 Agreement. Acting on
the parties' cross motions for summary judgment, the
district court granted summary judgment to GC Services,
holding that the 2014 Agreement between GC Services and MBFS
was a new agreement that ended GC Services's obligation
to pay commissions to Gateway. Reviewing the grant of summary
judgment and the district court's interpretation of state
law de novo, we affirm. See Matrix Grp. v.
Rawlings Sporting Goods Co., 477 F.3d 583, 589 (8th Cir.
2007) (standard of review).
Business Referral Agreement provided that Gateway would
submit a proposed contract Addendum if it found GC Services a
potential client. If GC Services executed the Addendum and
then entered into a contract with the potential client,
Gateway would receive commissions from GC Services "for
the period of time [and] the services . . . explicitly
specified on an executed Addendum." Gateway would
continue to receive commissions in accordance with the
Addendum even after the parties terminated the Business
2011, Gateway and GC Services executed Addendum A, listing
MBFS as a potential GC Services client. Consistent with the
form of Addendum attached to the Business Referral Agreement,
Addendum A provided that GC Services would pay Gateway a
brokerage fee totaling 5% of all fees GC Services received
from MBFS for "[t]he duration of an awarded contract and
any renewals pursuant thereto." The 2011 Agreement
between GC Services and MBFS provided:
This Agreement is for a period of three (3) years
("Initial Term") and shall continue upon the same
terms and conditions as set forth herein for additional
successive one-year periods ("Renewal Terms") until
termination of same is requested by written notice from
either party to the other at least ninety (90) days in
advance of the termination of any Initial or Renewal Time
period, as applicable.
Services and MBFS executed the 2014 Agreement effective
August 1, 2014. The 2014 Agreement provided that it (i)
"supersedes and replaces the [2011 Agreement], "
and (ii) "is for a period of three (3) years
('Initial Term') beginning on the Effective Date, and
may be extended as mutually agreed by the parties."
Otherwise, the 2011 and 2014 Agreements contained
substantially similar terms; the 2014 Agreement even retained
a misspelling in the 2011 Agreement.
September 2014, GC Services notified Gateway that the 2011
Agreement had expired; therefore, GC Services would no longer
pay commissions. Gateway responded that it was under the
impression the 2011 Agreement had been renewed. GC Services
replied, "we have negotiated a new agreement at the
expiration of the original agreement and our services will no
longer be performed pursuant to that contract . . . or any
renewal options." This declaratory judgment action
followed. The district court granted summary judgment for GC
Services, concluding that Addendum A unambiguously provided
that the 2014 Agreement was not a "renewal" of the
parties agree that, pursuant to a choice-of-law provision in
the Business Referral Agreement, Delaware law governs our
interpretation of their contract. Delaware follows
"traditional principles of contract interpretation,
" including giving "effect to the plain meaning of
a contract's terms and provisions when the contract is
clear and unambiguous." ConAgra Foods, Inc. v.
Lexington Ins. Co., 21 A.3d 62, 68-69 (Del. 2011). A
contract term is not ambiguous "simply because the
parties do not agree upon its proper construction. Rather, a
contract is ambiguous only when the provisions in controversy
are . . . fairly susceptible of different interpretations or
may have two or more different meanings."
Rhone-Poulenc Basic Chems. Co. v. Am. Motorists Ins.
Co., 616 A.2d 1192, 1196 (Del. 1992). The contract must
be construed as a whole, not by looking at terms in
isolation. O'Brien v. Progressive N. Ins. Co.,
785 A.2d 281, 287 (Del. 2001). "The true test is what a
reasonable person in the position of the parties would have
thought [the contract language] meant." Eagle
Indus., Inc. v. DeVilbiss Health Care, Inc., 702 A.2d
1228, 1232 n.8 (Del. 1997).
case hinges on the meaning of the reference to
"renewals" in Addendum A. Gateway contends that,
even if the 2014 Agreement was a new contract between GC
Services and MBFS, in substance it merely replaced the 2011
Agreement and therefore falls within the meaning of contract
"renewal" as defined in Black's Law Dictionary
1410 (9th ed. 2009): "The re-creation of a legal
relationship or the replacement of an old contract with a new
contract, as opposed to the mere extension of a previous
relationship or contract." The Supreme Court of Delaware
has looked to Black's Law Dictionary in construing
contract terms. See, e.g., Pac. Ins. Co. v.
Liberty Mut. Ins. Co., 956 A.2d 1246, 1255 & n.35 (Del.
2008). However, "Delaware courts look to dictionaries
for assistance in determining the plain meaning of terms
that are not contractually defined."
Seaford Golf & Country Club v. E.I. Dupont de Nemours &
Co., 925 A.2d 1255., 1261 (Del. 2007) (emphasis added),
citing Lorillard Tobacco Co. v. Am. Legacy Found.,
903 A.2d 728, 738 (Del. 2006).
the term "renewals" was defined in
Addendum A. The Terms of Fee Payment provision stated that
commissions will be paid to Gateway for "[t]he duration
of an awarded contract and any renewals pursuant
thereto." (Emphasis added.) Thus, Addendum A --
drafted by Gateway -- provided that the period in which
Gateway would be entitled to receive commissions would be
defined in the future "awarded contract, " a
contract to which Gateway would not be a party. Perhaps not a
wise provision, from Gateway's perspective, but it is not
ambiguous. GC Services points out that if Gateway intended to
be the beneficiary of any continuing business
relationship between GC Services and Mercedes-Benz, Gateway
had the option to draft Addendum A with plain language
reflecting that intent.
2011 Agreement (the "awarded contract"), GC
Services and MBFS defined "Renewal Terms" as
meaning "additional successive one-year periods . . .
until termination . . . is requested by written notice from
either party . . . at least ninety (90) days in advance of
the termination." Although the 2014 Agreement between GC
Services and MBFS had many terms substantially similar to the
2011 Agreement, the new agreement was not a "Renewal
Term" of the 2011 Agreement. It was separately
negotiated by the parties, was not ...