This section contains the nature of the case and procedural background.

P brought this action for declaratory judgment regarding the construction of the terms of a commercial lease. P is a Delaware corporation that owns a chain of retail stores throughout the United States, trading under the name 'Michaels.' Michaels stores are typical arts and crafts stores. Its sales predominantly consist of frames and framing services, silk florals, crafts and craft supplies, art and art supplies, and seasonal decorations for the home. On December 18, 1997, P and D entered into a written Asset Purchase Agreement. P agreed to purchase substantially all of D's assets and assume substantially all of D's liabilities. The principal asset to be conveyed under the Agreement was the assignment of a certain lease in a shopping center located in East Hanover, New Jersey. The lease was originally entered into on September 25, 1991, between Castle Ridge L.T. (D), as the tenant, and Castle Ridge Plaza (D), as the landlord. It covered a commercial retail store in the shopping center. The initial term expired on December 31, 1998, but was subject to three (3) options exercisable by the tenant to renew and extend the term for separate renewal periods of five (5) years each. The original tenant, Castle Ridge L. T. (D), did business at the site under the name 'Linens 'n Things,' selling linens and other domestic goods. Castle Ridge L.T. (D) assigned and transferred to P 'all of its right, title, and interest in, to and under the Lease dated as of September 25, 1991. P 'assumed and agreed to indemnify and hold L.T, the Assignor harmless from and against the obligations of the Tenant under the Lease to be performed by Assignor on and after the date hereof.' The original lease contract gave Tenant the right without the consent of the Landlord to assign its interest in this Lease or sublease the Demised Premises . . . to a purchaser of all or substantially all of Tenant's assets. Another section of the original lease states: If Tenant shall desire to assign this Lease or to sublet the entire Demised Premises for a period of more than the lesser of (1) five (5) years; or (2) the then remaining term of this Lease, or permit any other party to occupy the entire Demised Premises, for purposes other than as a linen store, Tenant shall deliver to Landlord a statement (a 'Tenant Statement') notifying Landlord of such desire accompanied by the following information: (I) The name of the proposed assignee, subtenant or occupant; (ii) If a partnership or corporation, the names of the principals of the proposed assignee, subtenant or occupant; (iii) A current financial statement for the proposed assignee, subtenant or occupant, including such financial information as Landlord shall reasonably require; and (iv) A description of the proposed use of the Demised Premises by the proposed assignee, subtenant or occupant. On December 18, 1997, Castle Ridge L.T. (D) provided the required notice to Castle Ridge Plaza (D) and noticed Castle Ridge Plaza (D) that P intended to use the leased premises as an arts and crafts store. Castle Ridge Plaza (D) asserted that, because Rag Shop (DI) had objected to Michaels' proposed use, Michaels would not be permitted to operate as an arts and crafts store on the leased premises, and that any attempt to do so by Ps would be considered a violation of the terms of the Lease. Castle Ridge Plaza (D) reserved all of its rights to prevent any such operation. P argues that its intended use of the leased premises as an arts and crafts store is not in violation of the terms of the Lease. DI contends that its lease gives DI the exclusive right to operate an arts and crafts store at the shopping center. On January 30, 1998, P tendered rent in the amount of $30,714.62 and Castle Ridge Plaza (D) returned the check and stated that, based upon the prior correspondence from its counsel, it was unable to accept payment of the rent. P filed this suit and a motion for summary judgment and seeks, as a matter of law, a declaration that its intended use of the leased premises as an arts and crafts store is a permitted use under the Lease. DI seeks to intervene in this matter to protect its position with respect to the landlord as well as to P and Castle Ridge L.T. (D). DI filed this instant motion to intervene.

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