Winn-Dixie Stores, Inc. v. Dolgencorp, LLC
746 F.3d 1008
| 11th Cir. | 2014Background
- Winn-Dixie sued Dollar General, Dollar Tree, and Big Lots for alleged grocery exclusives violations across 97 stores in five states since 2005, seeking damages or injunctive relief.
- The district court held the covenants running with the land under Florida law but narrowly construed terms, limiting enforcement to food items and shelving-space measurements.
- On damages, the district court excluded Winn-Dixie’s economist Dr. Pacey for unreliability, barring compensatory damages at all stores.
- Injunctive relief was limited and uneven: some stores were enjoined only for narrowly defined food sales; many others received no relief for various reasons, including closing stores or unenforceability in certain states.
- On appeal, the Eleventh Circuit reversed as to 41 Florida stores and 13 Alabama/Georgia stores for improper Florida-law interpretation, while affirming the district court’s rulings for 43 stores on other grounds.
- Cross-appeals by Big Lots and Dollar Tree addressed statutory and procedural issues, which the court rejected; the court remanded for new trial interpretation for Florida, Alabama, and Georgia locations per applicable law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Meaning of groceries and sales area in covenants | Winn-Dixie argues terms are broad (groceries include nonfood items; sales area includes aisles). | Defendants argue terms are narrow, limited to food and shelving footprint. | Florida-term interpretation reversed; apply dictionary-based, broader meaning per 99 Cent Stuff. |
| Choice of law for non-Florida stores | Florida law should govern all stores due to Erie binding. | Apply Florida choice-of-law rules to determine applicable state law for each store. | Florida law governs Florida stores; for Alabama/Georgia stores apply their state rules on covenants; remand. |
| Damages proof and admissibility of Dr. Pacey | Dr. Pacey's regression shows damages from covenants violations. | Pacey’s methodology unreliable and results not tied to covenants violations. | Exclusion of Dr. Pacey upheld; no compensatory damages for any store. |
| Continuing violation and statute of limitations | Ongoing grocery sales constitute continuing violation tolling the period. | Continued sales do not constitute continuing violation; accrual at first breach. | Continued violation principle applied to ongoing store-wide grocery sales; summary judgment affirmed. |
| Collateral estoppel and privity in Louisiana/Mississippi | State judgments should preclude re-litigation of covenants. | Different leases/times preclude identity of issues; not entitled to estoppel. | Collateral estoppel not applicable; apply state-privity rules and remand for Alabama/Georgia locations. |
Key Cases Cited
- Winn-Dixie Stores, Inc. v. 99 Cent Stuff-Trail Plaza, LLC, 811 So. 2d 719 (Fla. 3d DCA 2002) (dictionary-based meaning of groceries; includes nonfood items; affirms broader reading of covenants)
- Winn-Dixie Stores, Inc. v. Dolgencorp, Inc., 964 So. 2d 261 (Fla. 4th DCA 2007) (real covenants running with the land; addressed Florida law application to covenants)
- Moore v. Stevens, 106 So. 901 (Fla. 1925) (strict construction of covenants; ordinary meaning rule)
- Gibbs v. Air Canada, 810 F.2d 1529 (11th Cir. 1987) (contract interpretation as a question of law, de novo review)
- United Benefit Life Ins. Co. v. U.S. Life Ins. Co., 36 F.3d 1063 (11th Cir. 1994) (ambiguity and extrinsic evidence where contract terms are unclear)