Winn-Dixie Stores, Inc. v. Dolgencorp, Inc.

964 So.2d 261 (Fla.Dist.Ct.App. 2007)

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Nature of the Case

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Facts

Winn-Dixie Stores, Inc. (P) brought suit to enjoin Dolgencorp, Inc., (D) another tenant in a shopping plaza, from selling groceries. P based its suit upon a covenant in its recorded lease with the landlord giving it the exclusive right to sell groceries in the plaza. The circuit court granted summary final judgment in favor of D. P operates a grocery store at the Crest Haven Shopping Plaza. The landlord and P entered into a lease which granted P the exclusive right to sell groceries at Crest Haven, with the exception that other stores could sell groceries, provided that they devoted no more than 500 square feet to such items. P's grocery exclusive was 'deemed' to be a covenant that ran with the land. Shopping plaza exclusives such as this are customary and standard throughout the industry, especially with regard to anchor tenants. Sophisticated tenants such as P and D encounter exclusives in almost every shopping center in which they do business. D knew that P stores typically operated under grocery store exclusives. D became a tenant at Crest Haven and began operating a Dollar General Store. P learned that D was violating its grocery exclusive by devoting more than 500 square feet of sales area to grocery items. P demanded that the landlord enforce the grocery exclusivity provision, but the landlord failed to do so. P filed a complaint against the landlord and D seeking injunctive relief, specific performance, damages for breach of contract, and unjust enrichment. D moved for summary judgment, arguing that section 542.335, Florida Statutes (1998) rendered the grocery exclusive unenforceable against it because D was not a signatory to P's lease. The trial court granted the motion; P's grocery exclusive was not a real property covenant that ran with the land, and D did not have constructive notice of the grocery exclusive under Florida law, and that section 542.335 rendered the grocery exclusive unenforceable.