Argued: December 6, 2016
from the United States District Court for the District of
Maryland, at Greenbelt. Roger W. Titus, Senior District
Scott Morrison, KATTEN MUCHIN ROSENMAN LLP, Washington, D.C.,
Michelle DeFinis Gambino, GREENBERG TRAURIG LLP, McLean,
Virginia, for Appellees/Cross-Appellants.
Metcoff Klaus, Washington, D.C., David G. Barger, GREENBERG
TRAURIG LLP, McLean, Virginia, for
WILKINSON, AGEE, and HARRIS, Circuit Judges.
HARRIS, Circuit Judge.
& 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
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.
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.
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.
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 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.
& 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 ...