White City Shopping Center v. Pr Restaurants, LLC

21 Mass. L. Rptr 565 (2006)

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Nature of the Case

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Facts

P entered into a ten-year lease with D for retail space to operate a Panera restaurant in the Shopping Center. D demanded an exclusivity clause in the Lease. D authored the clause which underwent three revisions prior to the Lease's execution. The exclusivity clause that both parties initially agreed to restricted P from entering into new leases with businesses that primarily sell sandwiches. The Lease contained no definition of 'sandwiches' or 'near-Eastern' food. During lease negotiations, the parties did not discuss the definition of 'sandwiches' or the type of food products they intended the term to cover. Furthermore, the parties never indicated, specified, or agreed that the term 'sandwiches' included tacos, burritos, and quesadillas. Following execution, the parties amended the exclusivity clause to include additional restrictions; The foregoing restriction shall also apply (without limitation) to a Dunkin Donuts location and a Jewish-style delicatessen within the Shopping Center, but shall not apply to (i) use of the existing, freestanding building in the Shopping Center partially occupied by Strawberries and recently expanded for a business serving near-eastern food and related products, (ii) restaurants for primarily for sit down table service or (iii) a Papa Gino's restaurant (provided the same continues to operate with substantially the same categories of menu items as now apply to its stores and franchisees generally). D learned that P had entered into discussions with Chair 5 to lease commercial space. Chair 5 planned to develop and construct a Qdoba restaurant in the same Shopping Center as Panera. D believed, and later asserted that tacos, burritos, and quesadillas fell within meaning of 'sandwiches.' P executed a lease with Chair 5 for 2,100 square feet of retail space in the Shopping Center. P then filed an action against D, seeking a declaratory judgment that it did not breach its lease with D. D counterclaimed and sought injunctive relief.