Nature of the Case
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Facts
On December 7, 1949, P entered into a lease with D wherein D agreed to lease from P a store building, in Glen Burnie, Maryland, which store building was to be built by P in accordance with specifications furnished by D. The lease covered approximately 30,000 square feet of land, contiguous thereto, which was to be used by D for customer parking. On July 11, 1950, the lease agreement was amended, and on June 30, 1951, the lease, as amended, was assigned from D to Food Fair Stores of Maryland, Inc., a wholly-owned subsidiary corporation. Food Fair Stores of Maryland, Inc., took possession of the premises on July 1, 1951, and began conducting the business of a retail food supermarket on July 10, 1951. On October 19, 1951, P entered into an additional lease agreement with Food Fair Stores of Maryland, Inc., covering two lots of ground contiguous to the aforesaid leased premises for additional parking and on February 15, 1954, a further agreement was entered into by and between P and Food Fair Stores of Maryland, Inc., permitting Food Fair Stores of Maryland, Inc., to build an addition of some 2,600 square feet to the original store building. The lease agreement, dated December 7, 1949, stated: '4. Tenant agrees to pay, and Landlord agrees to accept, as rental for each lease year (as hereinafter defined) of this lease an amount equal to one (1%) percent of the gross sales (as hereinafter defined) made in Demised Premises in each such lease year, up to, but not exceeding Two Million ($ 2,000,000) Dollars; provided, however, that for and with respect to each full lease year, Tenant shall pay a minimum annual rental of Ten Thousand Five Hundred and Sixty ($10,560.00) Dollars. The lease was also assignable. In April of 1956, D determined that its corporate subsidiary structure was becoming obsolete, and, accordingly, another corporate reorganization plan was put into effect. The leases of December 7, 1949, and October 19, 1951, were assigned from Food Fair Stores of Maryland, Inc. to the parent corporation, D., and then from D. to Food Fair Stores, Anne Arundel, Inc. the newly-formed and wholly-owned subsidiary. D was then formally dissolved. P was never notified of these assignments, but were furnished copies thereof in July, 1960, at the request of D, after D noticed that the percentage rental check was signed by Food Fair Stores, Anne Arundel, Inc. All minimum rental checks were paid by checks of D, and all percentage rental checks from 1951 through June of 1956 were paid by checks of Food Fair Stores of Maryland, Inc., which were yellow in color and the percentage rental checks received by the appellees, from July 9, 1956, through July 7, 1960, being twelve in number, were paid on orange-colored checks of Food Fair Stores, Anne Arundel, Inc. P received the maximum rental of $ 20,000 per year, payable under the terms of the main lease agreement, from the time the store was opened in July of 1951 through the lease year ending June 30, 1959, but thereafter, if appellees were entitled to rental as provided in paragraph 12, due to decreased sales, they received $ 25,355.54 less than they should have, which with interest added, constituted the $ 28,234.03 damages allowed by the court below. Everyone appealed the lower court decisions.
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