This case involves the interpretation and application of two contracts entered into in January 2011 between Seal Industries, Inc., and its subsidiaries and/or related companies collectively, Seal and G. L. Ohrstrom Co., GAPIII, Inc., Hillside Capital Incorporated, and the Ampex Retirement Trust collectively, the Managers. The first of these contracts was a Management Services Agreement the MSA, pursuant to which Seal agreed to pay each of the Managers a specified amount in exchange for the provision of management services. The second contract was a Subordination Agreement the SA, which subordinated the Managers’ right to receive payment of their fees under the MSA to the payment rights of Seal’s lender, Fifth Third Bank the Bank. After Seal unilaterally terminated the MSA as to GAPIII, that company filed the current lawsuit seeking declaratory and injunctive relief as to its rights under the MSA. Seal counterclaimed for breach of the SA, arguing that the agreement barred GAPIII from suing under the MSA so long as Seal was in default under its loan agreement with the Bank.1 The parties filed cross motions for summary judgment and following a hearing, the trial court entered an order granting Seal’s summary judgment motion, dismissing GAPIII’s claims, and denying GAPIII’s motion for summary judgment as moot. GAPIII now appeals from that order, arguing that the trial court erred in finding that the SA precludes GAPIII’s lawsuit for equitable relief, as the plain language of that agreement bars only a lawsuit seeking the payment of any monies owed under the MSA. GAPIII further asserts that the trial court erred in denying its motion for summary judgment, which sought a declaration as to the continuing validity of the MSA as to GAPIII, as well as a mandatory injunction requiring Seal to allow GAPIII to perform its obligations under the MSA and to assist with the management of Seal.2
For reasons explained more fully below, we agree with GAPIII that the trial court erred in finding that the Subordination Agreement bars GAPIII from bringing the current lawsuit. Accordingly, we reverse the trial court’s grant of summary judgment to Seal on its counterclaim for breach of the SA. We further hold that because the MSA contains a termination provision, that agreement remains in effect as to all parties, including GAPIII, until terminated in accordance with that provision. Finally, we find that further proceedings are required on GAPIII’s claim for a mandatory injunction. We therefore remand the case for entry of an order granting GAPIII’s request for declaratory relief and for further proceedings on GAPIII’s request for injunctive relief.
