Claire's Boutiques, Inc. v. Brownsburg Station Partners LLC
997 N.E.2d 1093
| Ind. Ct. App. | 2013Background
- Brownsburg Station leased 1500 square feet in Building A3 to Claire’s for term Nov 17, 2007–Jan 2013; CBRE managed the Shopping Center.
- Operating co-tenancy provision 2.06 requires Claire’s to abate rent and potentially terminate if occupancy below 70% of non-department tenants in Buildings A1 and A3 and Kohl’s/Lowe’s open.
- The provision states termination option if occupancy remains below 70% for one year or more; it begins with a
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Meaning of occupancy measure in 2.06 | Claire’s: measure is 70% of non-department tenants (Buildings A1/A3). | Brownsburg Station: measure is 70% of gross leasable area. | Unambiguous: occupancy is 70% of non-department tenants. |
| Termination when occupancy threshold not met | Claire’s termination option triggered upon occupancy below 70% for one year or more. | Terminating requires notice or action by Claire’s not specified; burden on Claire’s to exercise option. | Claire’s properly terminated by vacating; option did not require separate notice. |
Key Cases Cited
- Dvorak v. Christ, 692 N.E.2d 920 (Ind. Ct. App. 1998) (text governs contract interpretation when language is clear)
- Kahlo v. City of Indianapolis, 938 N.E.2d 734 (Ind. Ct. App. 2010) (extrinsic evidence used only if contract is ambiguous)
- College Point Boat Corp. v. United States, 267 U.S. 12 (U.S. 1925) (adequate legal excuse may justify nonperformance or termination)
- Vincennes Univ. v. Sparks, 988 N.E.2d 1160 (Ind. Ct. App. 2009) (contract interpretation is a question of law when unambiguous)
- Haegert v. Univ. of Evansville, 977 N.E.2d 924 (Ind. 2012) (plain meaning governs contract interpretation)