Answer the 3 quesitons at the end Redner\'s Markets, Inc. v oppatowne G.P. Ltd.
ID: 367287 • Letter: A
Question
Answer the 3 quesitons at the end
Redner's Markets, Inc. v oppatowne G.P. Ltd. Partnership 918 F. Supp. 2d 428 (D. Md. 2013), affirmed 594 Fed. Appx. 798 (4th Cir. 2014) he Amish Surge in Stores (roughly 96,000 square feet) and the Amish Farmer's Market (roughly 12,000 square feet). The two sections are physically separated by a fence that encloses the FACTS Joppatowne owns and manages the Joppatowne Plaza of in major tenant created a substantial vacancy in the Shop ping Center. The vacancy attracted the attention of Brian Miller, an entrepreneur who operates a large, suc- cessful flea and farmer's market. Miller was interested in opening a second flea market and farmer's market at Redner's is a Pennsylvania corporation that oper- ates about 40 grocery stores, with a location at the Joppatowne Plaza Shopping Center. Redner's stores sell the type of items typically found in a grocery store or supermarket but at lower prices made pos- sible by the company's no-frills, food warehouse On October 21, 2009, Joppatowne entered into a 10-year lease with, JTE, LLC, Miller's limited liability corporation. JTF leased approximately 108,000 square fect. This space is divided betwcen the flea market would violate the restrictive covenant in Redner's lease. To address this risk, Joppatowne, in a letter secks to convey an overall Amish theme agreement dated October 15, 2009, a approach. Joppatowne and Miller recognized that they running the risk that the Amish Farmer's Market by mcmbers of the Amish community, and the Market Viewed as a whole, the Amish Farmer's Market event of legal action based on the issue of a breach has the appearance of a grocery store. A number of of the restrictive covenants in the Redner's Lease,"t t stalls resemble typical grocery store departments If the Amish Farmer's Market were viewed as a single Although the Amish Farmer's Market is pro- retail operation, subsection (4) would apply because moted as such, each stall is separately owned and the enclosed Market area comprises more than 30,000 operated. Each has its own trade name and signage. sqare feet. The Court cannot take such an approach, The seven stalls within the enclosure are Dutch however, because the Restrictive Covenant bases the Delights, Dutch Pantry Fudge, Kreative Kitchen, definitions of "food supermarket or grocery store" on Lapp's Fresh Meat, King's Cheese & Deli, Beiler's the term "retail operator." The term "retail operator" BBQ, and Beiler's Baked Goods. The eighth stall, can only apply to the individual stall proprietors. All Fresh Seafood & Produce, is located outside the The Amish Farmer's Market is not a legal entity. Each stall is separately managed by a separate proprietor that operates under a separate business license. Each proprietor has a separate cash register or credit card greed that "in the would defend and indemnify JTF enc Redner's Market filed suit alleging that the lease to JTF (because of the Amish Farmer's Market) has resulted in a violation of the lease's restrictive covenant that moved to dismiss the case. reader. prohibits c stores. ALL FRESH All Fresh is located outside the Amish Farmer's Mar- ket enclosure. Without intending to demean these businesses, the Court concludes that they are typical JUDICIAL OPINION Legg, Senior District Judge The dispute between Redner's and Joppatowne cen seafood and butcher purveyors of the type found in a ters on the meaning of Article XIII of the Lease, typical large supermarket. headed "Restrictive Covenants." The Article includes a single section, 13.01, "Landlord's Restrictive Use fresh fruits and vegetables. The Court finds that All All Fresh sells fresh and frozen seafood as well as Fresh is a "seafood shop" within the intendment of In common parlance, "grocery store" and "food section 13.01 (a)(i). A seafood shop is no less a seafood supermarket" have different connotations. Section shop merely because it also sells fresh produce. Hence, 13.01 (a)(1) defines the term to include a Super All Fresh violates the Restrictive Covenant in Redner's Wal-Mart, a Super Target, or "other big box combo" Lease. that includes, as part of its operation, either a "food supermarket or 'grocery store." This definition LAPP'S FRESH MEATS reflects the fact that large stores, in an effort to be all things to all people, now sell a variety of items that in earlier times would have been found in a specialty store. Big box stores have pharmacies, flower shops, no-appointment medical clinics, anda food section that would dwarf many neighborhood Lapp's Fresh Meats sells fresh and frozen meats. Lapp's sells pre-packaged meats and meats that are cut to order. A large sign on the wall behind the counter reads, "Lapp's Fresh Meats, LLC" Other messages on the sign include: "Steaks Hamburger Pork Chops, "Frozen Packages and "Fresh Cut!" Based on these facts, the Court finds that Lapp's Fresh Meats is clearly rkets. The Lease reflects the fact that although Redn's hutcher would welcome the power of a big box store to draw people to the shopping center, it wanted to guard itself against a Troan Horse containing a competitive super- 13.01 (a)(i) of the Lease. Lapp's is not an "ethnic or specialty food store and Ruth's Grill, the small grill at one end of the meat s into a "restaurant. Accordingly Lapp's Fresh Meats is a use that violates nor any of the counter, does not turn Lapp' stores or stalls in the Amish Farmer's Market qualifies as a "big box combo" akin to a Super Wal-Mart or athe Restrictive Covenant. Ash Fa the Restrictive Covenant, there is logic in viewing the Amish Farmer's Market as a single retail operation. Physically, the Amish Farmer's Market is an enclosed area that is fenced off from the Flea Market. Most of the stalls in the Market are run When applying DUTCH PANTRY FUDGE Dutch Pantry A sells homemade fudge (about 20 dif ferent types), chocolate, candy apples, caramel apples,Explanation / Answer
1) Amish Farmer’s Market is not treated as the violation of the restrictive covenant against reader’s because
· Firstly – Amish Farmer’s market is seen as single retail operations because it is separated by a physical wall from the flea market which encloses it as a separate section.
· Secondly - Although the Amish’s Farmer market looks as a single grocery store department, it is not legally classified as a grocery store department because all the stall in the market are actually a separate proprietor managed under a separate business license. Hence the Amish market as a whole is not a legal entity
And Hence because of the above points it is not treated as a violation.
2) Key factors that court uses to evaluate each of the stalls are :-
· The court looks at the product that the stall is producing, if their are variety of the product is prepared which are characterizes the uniqueness of the product with different stalls, then it is not a violation of the covenant. Lapp’s fresh meat is a violation because it is a kind of butcher shop with a small section of grill bar, but not classified as a restaurant.
· Court is also looking if the selling product of the stalls is consumed at the market, if the customers are eating the sold goods in the market then it is a violation.
· Court is also looking at the area in the stall used for the sitting and catering of the food. The minimum of half of the space is offered as the sitting area, if this is not done then the court treats it as the violation.
· Court is also looking at the type of operating stalls, if the stall is a food court type of installation, then there is no violation.
3) Lesson learned from the dispute:
· The contract is not specific in terms of the condition for the stalls, there should be a clear terms and conditions and the clear norms in the contract stating what needs to be done and what is a violation.