Automobile Club of Southern California v. Mellon Bank (De) National Ass'n

*594 MEMORANDUM **

Defendanti-Appellant Mellon Bank (DE) National Association (“Mellon”), appeals the District Court’s summary judgment that Mellon initiated termination of its contract (the “Club Agreement”) with Plaintiff-Appellee Automobile Club of Southern California (“ACSC”) to issue credit cards bearing the ACSC logo and the District Court’s summary judgment awarding ACSC $8,502,488.91 in damages. Because we hold that the district court erred when it concluded that initiation of termination of the Club Agreement required notice under Sections 26 and 31, we reverse and vacate both summary judgments and remand.

BACKGROUND

In 1990, the American Automobile Association (“AAA”) concluded a contract (the “National Agreement”) with Mellon allowing Mellon to issue credit cards bearing the emblems of some of AAA’s local clubs. The National Agreement required that Mellon also execute separate agreements with the local AAA clubs interested in the credit card program. Accordingly, Mellon on August 1, 1992, entered into the Club Agreement with ACSC, a local AAA member, which allowed Mellon to issue credit cards displaying ACSC’s trademark and tradename. The Club Agreement provides that…