Contractual Liability Limitation Upheld in Suit Brought Against Escalator Maintenance Company Following Malfunction After NHL Game

In 2009, following a St. Louis Blues hockey game, an escalator malfunctioned by running out of control and crashing, causing injuries to multiple sports fans and damage to the escalator.  Among the lawsuits that followed, the arena owner sued the company that performed maintenance on the escalator two months before the incident.

The maintenance company filed a motion to dismiss certain claims as being barred by the parties’ contract, which provided:  “[Maintenance company] will not be liable for damages of any kind, whether in contract or in tort, or otherwise, in excess of the annual price of this Agreement.  We will not be liable in any event for special, indirect or consequential damages, which include but are not limited to loss of rents, revenues, profit, good will, or use of Equipment or property, or business interruption.”  The U.S. District Court for the Eastern District of Missouri, explaining that both parties were sophisticated, upheld the limitation of liability for damages up to the amount of the annual price of the contract.  The arena owner contested that the contract did not define an “annual price,” but the court concluded that the “annual price” could be obtained within the context of the contract as a whole and that the four-year contract term, provisions for price adjustments, and provisions for flexibility in payment terms did not create any ambiguities that would prevent the liability limitation from being enforced.