Feeding a campus with more than 25,000 students is a big job. Seven years ago, West Virginia University entered into a 15-year agreement with Sodexo, a major player in food services and facilities management, to operate the cafeterias in Morgantown, as well as the university’s campuses in Keyser and Beckley. The contract was set to last 15 years, but approximately halfway through the agreed-upon term, the school’s Board of Governors has chosen to end the deal.

WVU terminated the contract for cause, giving Sodexo only a couple of weeks to leave the college entirely. School officials have given several reasons why they have taken this step. They claim that the quality of both the food and service have been subpar. Additional allegations include a lack of adherence to cleanliness standards and the failure to accommodate Mountaineer students’ diverse dietary requirements. The school also says Sodexo overcharged diners and failed to implement promised marketing and IT initiatives. 

Choosing to terminate a contract for cause is not a decision that should be made lightly. A party must find specific violations of explicit terms within the agreement. If you believe you have the grounds to execute a for-cause termination, the following requirements are typically necessary to support such a decision:

  • Documentation — Breaking a deal unilaterally demands more than cursory allegations. You should have documentation to demonstrate that a critical violation occurred. 

  • Notice — The aggrieved party must notify the other party of the breach, potentially allowing for corrective action.

  • Opportunity for cure — Depending on contract specifics, providing the breaching party with an opportunity to remedy the issue is often a necessary step before termination

Here, WVU says they made repeated overtures to Sodexo in an attempt to resolve the problems without walking away from the contract. In its announcement, the Board of Governors stated that they allowed Sodexo time for a transition, some of which occurred during the COVID-19 pandemic. However, the board said these efforts were futile, prompting them to end the agreement eight years early. 

Pullin, Fowler, Flanagan, Brown & Poe handles a full range of contract matters for clients in West Virginia, Kentucky and Ohio. Whether you’re negotiating a deal, reviewing agreement language prepared by another party or seeking representation for an enforcement or termination matter, please call us at 304-344-0100 or contact us online.