Lord & Taylor, LLC v. White Flint, L.P.
2015 U.S. App. LEXIS 3438
| 4th Cir. | 2015Background
- Lord & Taylor (L&T) and White Flint entered a reciprocal easement agreement (REA) around 1975–1977 obligating White Flint to operate a three‑story, enclosed, "first class high fashion regional shopping center" and prescribing detailed site/layout restrictions that run with the land through at least 2042 (extendable to 2057).
- Over time the Mall declined; Bloomingdale’s declined renewal and its building was demolished; by 2013 vacancy approached 75% and the Mall was ultimately closed in January 2015, with only L&T remaining open.
- White Flint proposed a county‑approved Sketch Plan (2012) to demolish the enclosed Mall and redevelop the 45‑acre site as a mixed‑use town‑center development; L&T objected as inconsistent with the REA.
- L&T sued seeking declaratory relief and a permanent injunction requiring White Flint to operate the Mall per the REA (Count II). The district court assumed breach for purposes of Count II but denied injunctive relief as infeasible, citing the Mall’s partial demolition, high vacancy, and impracticability of long‑term court supervision.
- The Fourth Circuit affirmed, holding Maryland law governs and permits denial of injunctive relief when enforcement would be unreasonably difficult or require long‑continued judicial supervision; the district court did not abuse its discretion in finding injunction infeasible.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Choice of law for injunction | Maryland substantive law requires injunctions for restrictive covenant breaches; district court applied wrong (federal) standard | Maryland law controls and district court said it applied Maryland law | Court: Maryland law applies; district court credited as applying Maryland law |
| Whether injunctive relief is automatic for REA breaches | Injunction is presumed and should issue because REA breach is plain; money damages insufficient | Injunction infeasible given site changes, demolition, vacancies, and public interest in redevelopment | Court: Injunction not automatic; equity permits denial where enforcement is unreasonably difficult; affirmed denial as not an abuse of discretion |
| Feasibility of negative (status‑quo) injunction | L&T later offered a negative injunction forbidding further demolition to preserve leverage | Freezing status quo would leave a vacant, partially demolished mall and harm public interest; feasibility still doubtful | Court: Negative injunction would freeze blight and still risk prolonged supervision; district court reasonably rejected it |
Key Cases Cited
- Edison Realty Co. v. Bauernschub, 62 A.2d 354 (Md. 1948) (equity may deny specific performance when enforcement requires long‑continued supervision or is unreasonably difficult)
- Md. Trust Co. v. Tulip Realty Co. of Md., Inc., 153 A.2d 275 (Md. 1959) (affirmative injunctions requiring ongoing operational supervision are disfavored and issued only as last resort)
- M. Leo Storch L.P. v. Erol’s, Inc., 620 A.2d 408 (Md. Ct. Spec. App. 1993) (denying injunction to enforce continuous‑operation clause where supervision would be required)
- Dumbarton Improvement Ass’n., Inc. v. Druid Ridge Cemetery Co., 73 A.3d 224 (Md. 2013) (injunctions are generally appropriate for restrictive covenant breaches but remain within equitable discretion)
- Brown v. Nucor Corp., 576 F.3d 149 (4th Cir. 2009) (appellate review of district court’s equitable discretionary determinations is for abuse of discretion)