Andrews v. Marriott International, Inc.

Citation: 2016 IL App (1st) 122731Docket: 1-12-2731

Court: Appellate Court of Illinois; November 8, 2016; Illinois; State Appellate Court

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In the case of Andrews v. Marriott International, Inc., the Illinois Appellate Court upheld the dismissal of Erin Andrews' negligence and invasion of privacy claims against Preferred Hotel Group, the service provider for The Blackwell Inn. The incident occurred in February 2008 when Andrews was secretly recorded by another guest, Michael David Barrett, who had manipulated the hotel’s check-in system to gain proximity to her room. Andrews alleged that Preferred was either in a joint venture with the hotel or had voluntarily assumed a duty to protect her privacy. Preferred moved to dismiss the case, asserting it owed no duty to Andrews and was not part of a joint venture. After extensive discovery, the circuit court granted the dismissal under sections 2-615 and 2-619(a)(9) of the Illinois Code of Civil Procedure. The appellate court affirmed this decision, noting that all related allegations against other defendants had also been dismissed on procedural grounds. The case was presided over by Justice Pierce, with Justices Neville and Hyman concurring.

Defendant Preferred, a corporation based in Chicago, provides marketing, sales, and reservation services to a network of hotels, including Blackwell. Plaintiff Andrews alleges that Preferred is liable for the unauthorized disclosure of her hotel stay and room number by Blackwell's staff to another guest, Barrett, who was assigned a room next to hers. The plaintiff's liability theory asserts that Preferred had control and responsibility over Blackwell and its reservation system, claiming negligence in the management and supervision of Blackwell's operations and staff. Andrews alleges that Preferred and OSU were joint venturers with a shared interest in Blackwell, which permitted claims of negligent infliction of emotional distress and invasion of privacy.

In response, Preferred filed a hybrid motion to dismiss, arguing that Andrews failed to provide sufficient factual support for her claims, particularly regarding the existence of a legal duty owed to her by Preferred. Preferred contends there was no principal-agent or joint venture relationship with Blackwell and asserts it had no knowledge of Andrews being a guest at the hotel.

Attached to Preferred’s motion was an agreement with OSU outlining their relationship, stating that Preferred is a service organization for member hotels, including Blackwell, which pays fees for these services and must adhere to Preferred’s Quality Assurance Program. Furthermore, an affidavit from OSU’s associate vice president clarified that Blackwell is owned and managed by OSU, that Preferred has no employees or operational involvement at Blackwell, and that any profits from Blackwell would solely benefit OSU.

Ken Mastrandrea, Preferred’s executive managing director, provided an affidavit supporting Preferred's motion, detailing the nature of Preferred's services to Blackwell. Preferred operates an online hotel reservation platform, iBook, which Blackwell uses to facilitate reservations through a link on its website. Preferred's role is solely as a conduit for electronic reservation requests; it has no access to guest identities or information from reservations made outside of the iBook system. Preferred does not possess or manage any guest lists, room numbers, or direct bookings made with Blackwell. 

Mastrandrea confirmed that Preferred does not own or share in the profits or losses of Blackwell and charges a membership fee for its booking services. Preferred is uninvolved in the hotel's operations, policies, or management and has no employees at Blackwell or its member hotels. Regarding specific reservations, Preferred lacked knowledge of any guests not booked via iBook, including Andrews, while it did process Barrett's reservation through iBook, resulting in a service fee payment. The circuit court allowed two years of discovery concerning these issues, which included a deposition of Mastrandrea.

Mastrandrea's deposition revealed that Preferred's 'Standards of Excellence' consist of 1,600 guest service standards that member hotels must follow, with annual compliance checks conducted by independent inspectors. These inspectors provide reports detailing compliance scores and improvement suggestions, with follow-up inspections mandated only for scores below 70%. Preferred's regional managers review these reports, while executive review occurs only for scores under 70%. Preferred relies on hotels to implement suggested corrections, may request improvement plans for non-compliance, and has only terminated relationships with a few hotels in its history. Blackwell's inspections consistently exceeded a 70% compliance rate, preventing executive review of its reports. No specific standards address privacy concerns related to guest information sharing.

In response to Preferred's motion to dismiss, the plaintiff argued it should be denied as a disguised motion for summary judgment, asserting that a factual dispute exists regarding Preferred's duty of care. The plaintiff claimed Preferred either engaged in a joint venture with OSU in operating Blackwell or voluntarily assumed a duty of care by enforcing privacy-related standards. The plaintiff contended that Preferred's control over safety measures contributed to liability for Blackwell’s staff actions.

Following a hearing, the circuit court dismissed Preferred's motion based on section 2-619(a)(9) of the Code, determining that the relationship between Preferred and Blackwell was limited to electronic service transactions, with no access to guest information. The court found that the plaintiff failed to provide evidence contradicting the contractual relationship between Preferred and OSU, which defined their duties and excluded liability for Blackwell’s staff actions. The court deemed Preferred's section 2-615 motion moot and indicated no just reason for delaying appeal or enforcement of the order. The plaintiff subsequently filed an appeal.

Plaintiff argues that Preferred improperly labeled its motion as one to dismiss, claiming it was essentially a summary judgment motion that merely challenged the allegations without presenting any 'affirmative matter.' Defendant counters that even if the motion was misdesignated, reversal is only necessary if the plaintiff suffered prejudice from this error. Section 2-619 motions aim to resolve clear legal issues and straightforward factual matters early in litigation, functioning similarly to summary judgment motions. A mislabeling does not undermine the movant's right to win if there was no prejudice to the nonmoving party.

In this case, Preferred’s motion asserted that it owed no duty of care to the plaintiff, as there was no principal-agent or joint venture relationship with the hotel. The motion included a written agreement and affidavits to support its claims. The circuit court allowed extensive discovery over two years on the issues raised, leading to the conclusion that the plaintiff was not prejudiced by the motion's designation. The court dismissed the complaint under section 2-619(a)(9), which allows dismissal when an affirmative matter negates the claim, highlighting that such affirmative matter must be supported by affidavits or materials suitable for summary judgment unless evident from the complaint itself.

Once a defendant provides sufficient affidavits or evidence, the burden shifts to the plaintiff to demonstrate that the defendant's affirmative defenses are either unfounded or involve material factual disputes. Plaintiffs must present their own evidence, such as affidavits, to counteract the defendant's claims and cannot solely rely on allegations from their own complaint. If the plaintiff fails to present counter-evidence, the defendant's facts may be accepted, leading to the potential dismissal of the case.

In this instance, Preferred argues it cannot be held liable for Blackwell's actions, asserting it owed no duty of care to the plaintiff and was not in a joint venture with Blackwell. The plaintiff counters that Preferred can be liable under two theories: membership in a joint venture with Blackwell or voluntary assumption of duty towards the plaintiff, both of which she claims present factual questions that should prevent dismissal.

A joint venture is defined as a collaboration between two or more parties to achieve a shared profit. Members are vicariously liable for negligent acts performed within the venture. While the existence of a joint venture is generally a factual determination, it can be ruled as a matter of law if no supporting evidence exists. Key indicators of a joint venture include a shared interest, mutual control over policies and management, and the intent of the parties involved. 

The plaintiff asserts that Preferred and OSU were engaged in a joint venture concerning Blackwell's operations, citing Preferred's control and the sharing of reservation fees as evidence. However, the analysis concludes that, based on the current record, Preferred and OSU were merely separate entities engaged in contractual agreements for individual profit, lacking the necessary elements to establish a joint venture.

A written agreement between Preferred and OSU outlines the provision of marketing, sales, and reservation services for Blackwell in exchange for a fee, without establishing a joint venture. The agreement delineates distinct rights and obligations for both parties, with no evidence of intent to create a joint venture. The plaintiff failed to present affidavits or evidence to counter Preferred’s claims that no joint venture was formed. The plaintiff argues that Blackwell’s membership in Preferred’s hotel network and access to its reservation system indicate a community of interest, but this is unconvincing. The arrangement suggests both parties anticipated benefits without implying a joint venture intent. Preferred’s fee structure indicates its earnings are independent of Blackwell’s profitability, reinforcing that they are distinct entities in a business relationship. Additionally, the plaintiff’s assertion that Preferred's standards imply control over Blackwell’s operations does not support joint venture claims, as contractual requirements do not equate to management control. Relevant case law underscores that restrictions in contracts do not establish mutual control necessary for a joint venture.

The written agreement between Preferred and Blackwell indicates that Preferred does not have joint control over Blackwell's operations. Although Preferred sets forth 'Standards of Excellence' for member hotels, compliance is not mandatory, allowing hotels to interpret and adjust the standards as they see fit. Preferred does not manage or control Blackwell, as it has no employees at the hotel and lacks access to its guest list or room assignments. Thus, there is no 'mutuality of control' needed to establish a joint venture. 

Plaintiff's claim of profit and loss sharing between Preferred and Blackwell is unsupported by evidence; Preferred's fees for marketing and reservations do not equate to a joint interest in Blackwell's operations. Legal precedents indicate that mere cooperation for mutual profit does not constitute a joint venture or impose vicarious liability. Preferred's ability to collect booking fees regardless of Blackwell's financial performance further suggests the absence of a joint venture. 

The burden is on the plaintiff to prove the existence of a joint venture, which has not been met, resulting in the affirmation of the lower court's ruling that Preferred had no duty to the plaintiff. Additionally, the plaintiff contends that whether Preferred voluntarily assumed a duty to protect guest privacy is a factual question, but the court finds no genuine issue of material fact exists regarding this claim.

Negligence requires that the defendant owed a duty of care to the plaintiff, a determination that is a legal question. Illinois courts follow section 324A of the Restatement (Second) of Torts, which holds that a party can be liable for negligence in a voluntary undertaking if their failure to exercise reasonable care results in physical harm to a third party, under specific conditions: (a) the failure increases the risk of harm, (b) the party has assumed a duty owed to the third party, or (c) harm occurs due to reliance on the undertaking. The scope of this assumed duty is limited to the extent of the undertaking and must be interpreted narrowly. The extent of the voluntary undertaking is assessed on a case-by-case basis, considering both the specific act and its underlying purpose. 

The plaintiff argues that Preferred Hotels' voluntary undertaking is demonstrated by: (1) its requirement for member hotels to adhere to 'Standards of Excellence' related to guest privacy, (2) the hiring of independent inspectors to ensure compliance, and (3) signage indicating the hotel’s membership in Preferred's network. The plaintiff claims that Preferred's failure to establish a standard regarding the disclosure of guest identity and room assignments constitutes a breach of its voluntary undertaking to protect guest privacy. Additionally, the plaintiff contends that Preferred was negligent in preventing an employee from disclosing a guest’s identity and room details and in accommodating another guest's request to be placed in a room next to the plaintiff's room.

Preferred’s actions do not constitute a voluntary undertaking as defined by the Restatement. The contractual arrangement between Preferred and Blackwell involved allowing Blackwell to access Preferred’s member network and use its online booking platform for a fee, without Preferred exercising control over the operations of Blackwell's hotels. Preferred provided a list of guest standards but had no employees at these hotels and did not assume a duty to protect the privacy of Blackwell’s guests beyond two specific standards regarding written room rates and issuance of duplicate keys. The plaintiff failed to demonstrate any obligation on Preferred’s part to safeguard guest privacy under the marketing and reservation agreement, nor did she present evidence that Preferred’s services were necessary for protecting third parties. Preferred only contracted with Blackwell for marketing and reservation services and had no direct interaction with guests outside of those who used its booking system. Consequently, the plaintiff's claims were dismissed as the evidence presented did not support the notion that Preferred voluntarily undertook additional responsibilities regarding guest privacy. The two standards mentioned do not broaden Preferred’s duty to encompass other security measures, as voluntary undertakings require strict interpretation and do not imply a general obligation to protect guest information not explicitly outlined in the agreement.

No evidence supports a finding that Preferred voluntarily undertook a duty to protect the plaintiff's privacy, leading to the proper dismissal of the complaint by the circuit court. Relevant case law includes Tedrick v. Community Resource Center, Inc., which upheld the dismissal of a negligence claim against mental health providers who did not serve the wife directly, and Pippin v. Chicago Housing Authority, where a landlord was not found liable for a social guest's wrongful death as they did not provide protective services directly, instead relying on a third party. In contrast, Nelson v. Union Wire Rope Corp. established that an insurance company could owe a duty to protect workers when it actively engaged in safety measures. The judgment of the circuit court is affirmed.