Winn-Dixie Stores, Inc. v. Big Lots Stores, Inc.
886 F. Supp. 2d 1326
S.D. Fla.2012Background
- Bench trial held May 14–22, 2012 on Winn-Dixie’s claims against Dolgencorp, Dollar General, Dollar Tree, and Big Lots for breaches of grocery exclusives run with the land at Winn-Dixie stores in five states.
- Plaintiffs claim co-located tenants violated exclusive covenants restricting sale of “Restricted Products” within specified square footage.
- Typical exclusives prohibit sales of staple or fancy groceries except limited areas (e.g., 500 sf or 10% of storeroom), with an incidental-use analysis for shared centers.
- Court must determine whether these covenants are real property covenants running with the land in Florida, Alabama, Georgia, Louisiana, and Mississippi, and what relief (damages vs. injunctive) is warranted.
- Court denied damages on Count I and granted injunctive relief at certain locations where a clear legal right to relief was shown, with measurements based on investigator reports and store-level analyses.
- Several stores were found not enforceable due to location (Louisiana, Mississippi) or lack of notice/novation; others required compliance within 30 days.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Do Winn-Dixie’s grocery exclusives run with the land under applicable law? | Winn-Dixie contends covenants touch land, run with land, and Defendants had notice. | Defendants challenge enforceability across states; some covenants do not run with land or lack notice. | Yes for Florida, Alabama, Georgia; no for Louisiana and Mississippi (in relevant cases). |
| What is the meaning of staple or fancy groceries and sales area in the exclusives? | Includes beverages, snacks, and related items as groceries; broad interpretation. | Ambiguous term, should be narrowed to food items only. | Staple or fancy groceries deemed ambiguous; court interprets as including food items; beverages treated as groceries for purposes here. |
| Is the 10% storeroom area and 500 sf sales-area provisions enforceable independent of the “incidental” clause? | Incidental clause can enforce broader limits on Restricted Products. | Incidental clause is ambiguous and cannot stand alone. | Ambiguity governs; incidental clause interpreted to coextend with other restrictions; focus remains on 500 sf and 10% storeroom measurements. |
| Are damages recoverable for Count I and is punitive damages available? | Damages proven via economic models; punitive damages alleged. | Damages speculative; no clear proof of causation; punitive damages require clear and convincing evidence. | Damages denied; punitive damages denied. |
| Should injunctive relief be granted and at which locations? | injunctive relief necessary to enforce covenants where a clear legal right exists. | Relief limited given uncertainties and some stores lack ongoing violations. | Injunctive relief granted at certain locations with clear right to relief; others denied or ordered to measure and bring into compliance. |
Key Cases Cited
- Winn-Dixie Stores, Inc. v. Dolgencorp, Inc., 964 So.2d 261 (Fla. 4th DCA 2007) (covenants running with the land and notice elements)
- Winn-Dixie Stores, Inc. v. Dolgencorp, Inc., 988 So.2d 1287 (Fla. 5th DCA 2008) (notice and running with the land discussed in later decisions)
- Dolgencorp, Inc. v. Winn-Dixie Stores, Inc., 2 So.3d 325 (Fla. 4th DCA 2008) (continuing tort and injunction considerations in exclusives)
- Winn-Dixie Stores, Inc. v. 99 Cent Stuff-Trail Plaza, LLC, 811 So.2d 719 (Fla. 3d DCA 2002) (definition of groceries; binding distinctions)