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Lord & Taylor, LLC v. White Flint, L.P.

United States Court of Appeals, Fourth Circuit

February 28, 2017

LORD & TAYLOR, LLC; LT PROPCO, LLC, Plaintiffs-Appellees,
v.
WHITE FLINT, L.P., f/k/a White Flint Mall, LLP, now known as White Flint Mall, LLLP, Defendant-Appellant, and ALAN H. GOTTLIEB, Defendant. LORD & TAYLOR, LLC; LT PROPCO, LLC, Plaintiffs - Appellants,
v.
WHITE FLINT, L.P., f/k/a White Flint Mall, LLP, now known as White Flint Mall, LLLP, Defendant-Appellee, and ALAN H. GOTTLIEB, Defendant.

          Argued: December 6, 2016

         Appeals from the United States District Court for the District of Maryland, at Greenbelt. Roger W. Titus, Senior District Judge. (8:13-cv-01912-RWT)

         ARGUED:

          Stuart Scott Morrison, KATTEN MUCHIN ROSENMAN LLP, Washington, D.C., for Appellant/Cross-Appellee.

          Michelle DeFinis Gambino, GREENBERG TRAURIG LLP, McLean, Virginia, for Appellees/Cross-Appellants.

         ON BRIEF:

          Laura Metcoff Klaus, Washington, D.C., David G. Barger, GREENBERG TRAURIG LLP, McLean, Virginia, for Appellees/Cross-Appellants.

          Before WILKINSON, AGEE, and HARRIS, Circuit Judges.

          PAMELA HARRIS, Circuit Judge.

         Lord & Taylor, LLC, operates a retail department store along Rockville Pike in Montgomery County, Maryland. From 1977 to 2015, the store was part of the White Flint Shopping Center, an enclosed shopping mall (the "Mall"). But in 2015, the Mall's operator, White Flint, L.P., closed the Mall and began demolition in order to make way for a mixed-use redevelopment. Lord & Taylor sued White Flint, claiming that White Flint had breached the parties' contract by closing the Mall without Lord & Taylor's consent.

         A jury found White Flint in breach of contract and awarded Lord & Taylor $31 million in damages. Both parties appeal, arguing primarily that the damages award is too high (White Flint) or too low (Lord & Taylor). Because we find no error in the district court's capable management of a lengthy trial, we affirm.

         I.

         A.

         This is the latest chapter in a long-running dispute between the parties over the planned redevelopment of the Mall site. The Montgomery County Council approved the redevelopment in 2012, as part of a broader plan to revitalize the surrounding area, and litigation commenced soon thereafter. We have decided one appeal already in this case, see Lord & Taylor, LLC v. White Flint, L.P., 780 F.3d 211 (4th Cir. 2015) ("White Flint I"), and the details of the parties' original agreement and the County's zoning process are set out in that opinion.

         We recap only briefly here. In 1975, White Flint, then planning the development of what would become the Mall, reached an agreement with Lord & Taylor: Lord & Taylor would lease land on the Mall site and serve as an "anchor" tenant for the Mall, along with co-anchor Bloomingdale's. And in exchange, White Flint would construct an enclosed "first class" mall and then maintain it until at least 2042. The parties' agreement required White Flint to secure Lord & Taylor's consent before building any additional structures or making alterations to the Mall's design or appearance.

         The Mall opened in 1977 and operated successfully for many years, before more recently experiencing a drop in business. The parties, not surprisingly, disagree about the cause of this decline. According to White Flint, the Mall's struggles reflect the weakening of the mall business generally, as consumer preferences change and e-commerce grows; for Lord & Taylor, the blame goes to White Flint, for allowing the Mall to fail and even hastening its demise by offering tenant buy-outs, all to facilitate the redevelopment plan. Whatever the cause, in 2012, Bloomingdale's chose not to renew its lease, and by 2013, the vast majority of tenants had left the Mall.

         The Mall officially closed in January 2015, leaving Lord & Taylor the sole business operating on the premises. By then, White Flint already had demolished the Bloomingdale's building, with further construction to come. Ultimately, the redevelopment plan calls for transforming what once was an enclosed mall into a mixed-use development, complete with residential, retail, recreational and office space.

         B.

         Lord & Taylor objected to the redevelopment, arguing that the clear terms of the parties' agreement required White Flint to maintain the Mall, and that the proposed mixed-use alternative would negatively affect its business by making customer access less convenient and denying the store the benefit of foot traffic from Mall customers. Negotiations between the ...


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