United States District Court, D. Maryland, Southern Division
GEORGE J. HAZEL UNITED STALES DISTRICT JUDGE
In this slip-and-fall negligence action. Plaintiff Paula Stenlund seeks to recover damages for injuries she sustained while she was a guest at the Panama City Marriott Hotel in Panama City. Panama (the "Hoter"). After Defendant Marriott International. Inc. ("Marriott International" or "'Defendant'") answered the Complaint. ECF No. 8, this Court issued a scheduling order allowing for bifurcated discovery. ECF No. 12. Phase I of discovery was limited to issues regarding the relationship between Marriott International and non-party Hotel Properties of Panama. Inc. ("Hotel Properties"), the owner of the casino where Plaintiff alleges she was injured. See Id. The Parties have completed Phase I and Marriott International now moves for summary judgment. ECF No. 26. The Motion is fully briefed and a hearing is unnecessary. See Loc. R. 105.6 (D. Md.). For the following reasons. Marriott International's Motion is granted.
A. Plaintiffs Injury
For the purposes of this Motion only, the following facts are undisputed. See ECF No. 26-2 at 4-5; ECF No. 27-1 at 8-9. On or about February 11. 2011. Plaintiff and her husband checked into the Hotel. ECF No. 1 at ¶ 14. Before and during her travel to Panama. Plaintiff received Marriott marketing material promoting the Royal Casino in Panama City, Panama ("Royal Casino" or the "Casino") as being "on-site" of the Hotel. Id. at ¶ 15. On February 13. 2011, Plaintiff visited the Royal Casino, and. that evening, she followed a Casino employee, at the employee's instruction, to locate the place where she could cash in her winnings. Id. at ¶117-18. The route involved a set of stairs, and Plaintiff descended the stairs while holding onto the railing. Id. at
¶ 19. Unbeknownst to Plaintiff, however, an electrical cord had been draped across the stairs from the railing to a lighted display at the top of the staircase. Id. ¶ 20. She tripped over the cord and fell forward, striking her head, face, and knees, causing her to suffer various severe injuries. Id. at ¶¶ 21. 26. The Royal Casino staff made no effort to provide Plaintiff with medical care. Id. at ¶ 22.
That same evening, the manager of the Hotel took pictures of Plaintiffs injuries and indicated that she would "make a full report." but the Hotel staff also failed to provide any medical care or a referral to a local hospital that evening. Id. at ¶ 23. The following day. the Hotel sent a doctor "or one who was held out by [the Hotel] to be a doctor." to Plaintiffs room. Id. at ¶ 24. The doctor did not provide any substantive care, but only referred her to a local hospital, to which the Hotel arranged transportation. Id.
Plaintiff returned to the United States on February 15. 2011. and she continued to receive evaluation and treatment for the injuries she sustained as a result of the fall. Id. at ¶ 25.
Plaintiff initiated this action on May 9, 2014 alleging that Marriott International breached various duties that it owed to her and other guests, including a duty to ensure her safety, to avoid or remedy unsafe conditions in the Hotel and Royal Casino, to provide or arrange for prompt medical care, to adequately train and supervise employees to detect and remedy unsafe conditions and attend to injured guests, to provide adequate warnings of dangerous conditions, and to refrain from marketing or promoting the Royal Casino once Marriott International became aware that dangerous conditions existed or likely existed at the Casino. See Id. at ¶¶ 28-35. The Complaint alleges, in Count I, a direct liability theory of negligence, and, in Count II, vicarious liability for the negligence of employees of the Royal Casino. Id. at ¶¶ 28-41.
B. Marriott International's Control Over the Hotel and Casino
Marriott International is a publicly-traded Delaware company with its principal place of business in Maryland. ECF No. 27-1 at 1. It is a hospitality company and a worldwide operator, franchisor, and licensor of hotels and timeshare properties in several countries and territories under numerous brand names. Id. On August 25. 1995. Marriott International entered into an International Services Agreement (the "International Agreement") with Motel Properties, which was to last for a term of twenty fiscal years. See ECF No. 44-1 at 3. 15. The International Agreement was one of many agreements specifying the scope of the relationship between Hotel Properties and Marriot International and its various subsidiaries and affiliates. See Id. at 20. Pursuant to the series of agreements. Hotel Properties was to construct and equip a "first class, full-service international hotel" in Panama City, Panama, for which Hotel Properties was to be the owner. Marriott International Services. Limited ("Marriott Services"), a Bermuda company and foreign subsidiary of Marriott International, was to manage and operate the Hotel. See ECF No. 40-1 at 6; ECF No. 44-1 at 3: ECF No. 27-1 at 2.
Pursuant to the International Agreement. Marriott International was required to "provide or cause its Affiliates to provide the International Advertising. Marketing. Promotion, and Sales Program" for the Hotel. ECF No. 44-1 at 9. Marriott International was also required to provide certain "routine corporate and regional sen-ices' including "executive supervision and support from Marriott International headquarters" and "general expertise and general operational assistance in areas such as executive supervision, employee relations, strategic planning and policy-making, research and development, energy management, retail shop operation, insurance. life safety, meal planning, food preparation and service, accounting controls, and internal auditing ....'" Id. It also provided "core training programs for the benefit of management-level Hotel Employees and other unspecified training programs for "Hotel Employees." whose participation "shall be as reasonably required by Marriott [International]." Id. at 9-10. Hotel Properties was required to use Marriott International's Reservations System as well as its Property Management System, and Marriott International reserved the right to require Flotel Properties to use other Marriott Chain hotel systems "which systems are intended to benefit the Marriott Chain" Id. at 12.
On the same day that Flotel Properties and Marriott International entered the International Agreement. Hotel Properties and Marriott Services entered into a wholly separate, more detailed agreement-to which Marriott International was not a party-governing the management of the Hotel by Marriott Services (the "Management Agreement"). See ECF No. 40-1 at 6. Marriott International's obligations under the International Agreement were, however, conditioned upon among other things. Hotel Properties performing all of its obligations under the Management Agreement between Hotel Properties and Marriott Services, as well as the other related agreements, including a License and Royalty Agreement. Fee Agreement, and Technical Services Agreement. ECF No. 44-1 at 20.
Under the Management Agreement. Hotel Properties appointed Marriott Services as Hotel Properties" "exclusive agent to supervise, direct, and control the management and operation of the Hotel" for a term of twenty fiscal years. ECF No. 40-1 at 23, 29; see also id, at 92 ("The relationship of [Hotel Properties] and [Marriott Services] shall be that of principal and agent. .. ."). During the term of the agreement, the Hotel was to be "known as a Marriott hotel" and Hotel Properties was granted the right to use Marriott Trademarks. Id. at 55. Management of the Hotel was under the "exclusive supervision and control" of Marriott Services, granting Marriott Services the discretion and control "in all matters relating to management and operation of the Hotel" including with respect to employment policies and promotion and publicity of the Hotel. Id. at 23. The agreement specified that "[e]xcept for certain key Hotel Employees who at [Marriott Services'] election may be employees of [Marriott Services]... all Hotel employees shall at all times be the employees of [Hotel Properties]" but that Marriott Services maintained the "absolute discretion regarding all I Hotel Employees to hire, promote, supervise, direct, train, fix compensation, dismiss and generally establish and maintain all employment policies and practices . .. ." Id. at 66. Additionally. Marriott Services was responsible for "maintaining] the Hotel in good repair and condition and in conformity with applicable laws and regulations" which included the responsibility to "make or cause to be made such routine maintenance, repairs and minor alterations" as may be required to fulfill that obligation. Id. at 43.
In December 2004. the Management Agreement between Marriott Services and Hotel Properties was amended upon the proposal by Hotel Properties to open the Royal Casino adjacent to the Hotel (the "Amendment'''). See ECF No. 41-1. Hotel Properties was the owner of the Royal Casino, which, according to the Amendment, was defined as a "separate and distinct area where any form of gaming ... is conducted . .. and which is deemed to be separate from, and not a part of, the Hotel." Id. at 1. In amending the definition of "Hotel" that was provided for in the Management Agreement, the Amendment specified that "the Casino shall not be included as part of the Hotel unless and until [Marriott Services] shall become the Casino Operator." Id. at 2. Notably, the Amendment provided that the Casino would be "operated independently and separately from the hotel," but the Amendment also stressed that "Marriott and its Affiliates cannot be placed at risk by having a Casino associated with a Marriott branded and managed property that is not operated in a reputable manner and in accordance with Legal Requirements." Id. The Casino was therefore required to "conform to all of the Marriott life-safety standards which are applicable to the Hotel" and "[t]he standard of operation of the Casino [was required to be] commensurate with the operating standards of Marriott and other first-class, full-service international hotels in the Central American Region." Id. The Casino also had two entrances: the primary entrance was outside of the Hotel and was "Identifiable as a distinct entrance from the Hotel both in location and markings." and the secondary entrance was located within the Hotel. Id. at 2-3. In the event the Casino was not maintained to the same quality as the Hotel, or if its operation interfered in any significant respect with the operation of the Hotel, Marriott Services had the right to seal off or close the interior entrance to the Casino. Id. at 3.
Although the Casino was subject to annual quality assurance reviews "covering such areas as guest experience, service delivery, integrity of games, maintenance and cleanliness." id, Marriott Services was not to perform "any services at the Casino relating to the gaming operations or security and surveillance, nor [would] [Marriott Services] receive any revenue tied to the profitability of the gaming operations at the Casino." Id.at 4. To further distinguish the Hotel from the Casino operations, the Casino was to have a name independent of the Hotel name. Casino employees were required to wear different uniforms from those worn by Hotel employees which could not use or display the name "Marriott" or bear any Marriott trademarks, and the Casino operator was not permitted to use any Marriott trademarks or trade name except for any advertising material used "solely for the purpose of indicating the location of the Casino at the Hotel and provided that the word "Marriott" [was] in a font and style different than the Trademark, " Id.at 5. Marriott Services was permitted, however, to list the Royal Casino "as an amenity of the Hotel in the ...