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White City Shopping Ctr., LP v. PR Rests., LLC - 21 Mass. L. Rep. 565 (2006)

Rule:

The interpretation of a contract is question of law for a court. A contract is construed to be given reasonable effect to each of its provisions. The object of the court is to construe the contract as a whole in a reasonable and practical way, consistent with its language, background and purpose. The starting point must be the actual words chosen by the parties to express their agreement.

Facts:

Plaintiff shopping center filed a declaratory judgment action against defendant sandwich restaurant, seeking a declaration that it had not breached a commercial lease when it entered into a lease with intervenor Mexican-style restaurant. The contract included a clause that prohibited the center from leasing commercial space to other restaurants that sold "sandwiches" as the restaurant did. Defendant sought a preliminary injunction that sought to enjoin the center from taking any action that would violate the exclusive provision of defendant's commercial lease with the center.

Issue:

Did the defendant sandwich restaurant show sufficient basis to enjoin the plaintiff shopping center from leasing the property to intervenor Mexican-style restaurant?

Answer:

No.

Conclusion:

The court denied defendant’s motion for preliminary injunction. The court noted that the defendant's lease did not define "sandwiches" and defendant failed to show that the term included the burritos, tacos, and quesadillas intervenor would sell. Thus, defendant could not establish likelihood that it would be successful in barring the center from leasing space to intervenor. Defendant also failed to show that its profitability would disappear if intervenor opened a restaurant, and thus, it failed to show irreparable harm. Finally, the harm to the center outweighed any harm to defendant because the center had expended considerable time and money to plan and develop intervenor's restaurant.

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