Lord & Taylor, LLC v. White Flint, L.P.
849 F.3d 567
| 4th Cir. | 2017Background
- Lord & Taylor leased and anchored the White Flint Mall under a 1975 agreement that required White Flint to build and maintain an enclosed mall and to obtain Lord & Taylor’s consent before altering the mall’s design or adding structures.
- The Mall declined in the 2000s–2010s; Bloomingdale’s did not renew in 2012 and most tenants left by 2013. White Flint began demolition in 2015 for a planned mixed-use redevelopment, leaving Lord & Taylor as the sole remaining store.
- Lord & Taylor sued seeking an injunction to stop redevelopment; the district court denied injunctive relief as infeasible and the Fourth Circuit affirmed (White Flint I). Lord & Taylor then pursued damages for breach of contract and a fraud claim.
- At trial Lord & Taylor sought damages under three theories: lost profits during demolition/construction (up to $31M), costs to reconfigure/renovate the store ($30–36M), and separate compensation for loss of easements/use restrictions. The fraud claim was dismissed on summary judgment below.
- After a 12-day trial a jury found White Flint breached and awarded $31M. On appeal White Flint challenged the damages award (arguing future redevelopment benefits should offset damages and that renovation testimony was improper lay opinion); Lord & Taylor cross-appealed the exclusion of its property-rights valuation expert.
Issues
| Issue | Plaintiff's Argument (Lord & Taylor) | Defendant's Argument (White Flint) | Held |
|---|---|---|---|
| Whether jury may consider projected positive economic effects of the redevelopment when calculating lost-profit damages | Damages should reflect net impact; future benefits offset lost profits | Future redevelopment will increase Lord & Taylor’s profits and must offset lost-profit award | Court barred consideration of speculative future benefits; evidence too uncertain under Maryland’s "reasonable certainty" standard; no abuse of discretion |
| Admissibility of renovation cost testimony by Kerry Mader (Rule 701 vs Rule 702) | Mader may testify based on extensive, first-hand corporate experience about renovation costs | Mader’s cost estimate is expert opinion and should be excluded for lack of Rule 702 qualification | Admitted as lay opinion under Rule 701; based on personal knowledge and business experience; district court did not abuse discretion |
| Exclusion of Lord & Taylor’s property-valuation expert (William Harvey) and claim for separate damages for easements/use restrictions | Easements and use restrictions are separate property rights meriting independent valuation and compensation | Maryland law measures harms to such covenants by lost profits; separate valuation would double recover | Court affirmed exclusion: under Maryland law damages for commercial property covenant violations are measured by lost profits; separate recovery would double count |
| Dismissal of fraud claim on summary judgment | Fraud claim alleged misleading assurances about redevelopment plans | Statement of present intent was not false; Lord & Taylor did not reasonably rely given its sophistication | Summary judgment for White Flint affirmed; fraud claim was meritless and reliance lacking |
Key Cases Cited
- White Flint, L.L.C. v. Lord & Taylor, L.L.C., 780 F.3d 211 (4th Cir. 2015) (prior appeal addressing injunction and governing contract/zoning background)
- Gen. Elec. Co. v. Joiner, 522 U.S. 136 (1997) (standard of review for evidentiary rulings under Daubert)
- Daubert v. Merrell Dow Pharms., 509 U.S. 579 (1993) (trial-court gatekeeping for expert testimony)
- MCI Telecomms. Corp. v. Wanzer, 897 F.2d 703 (4th Cir. 1990) (permitting lay business-employee opinion on projections when based on first‑hand experience)
- Freedman v. Seidler, 194 A.2d 778 (Md. 1963) (under Maryland law, damages for violation of restrictive covenants measured by lost profits)
- Impala Platinum Ltd. v. Impala Sales (U.S.A.), Inc., 389 A.2d 887 (Md. 1978) (requirement that lost-profit damages be proved with reasonable certainty)