White City Shopping Center v. PR Restaurants, LLC

Brief Fact Summary.

PR Restaurants, LLC sued White City Shopping Center (White City) for entering into a lease agreement with QDoba in violation of a provision that prevented White City from renting space to any other bakery that had sandwich sales greater than 10 percent of that sold by Panera Bread.

Synopsis of Rule of Law.

Unambiguous words in a contract are assumed to adhere to their ordinary and usual interpretation.

Facts.

PR Restaurants, LLC (PR) operated a chain of Panera Bread restaurants and entered into a lease with White City Shopping Center (White City) for one of the restaurants. The lease agreement prevented White City from renting space to any other bakery that had sandwich sales greater than 10 percent of that sold by Panera Bread. The lease did not define “sandwich.” White City entered into a lease agreement with Qdoba and PR objected to the lease agreement because they defined burritos, quesadillas, and tacos as “sandwiches.” PR subsequently sued.

Issue.

Whether unambiguous words in a contract are assumed to adhere to their ordinary and usual interpretation?

Held.

Yes. PR’s motion for preliminary injunction are denied. The word “sandwich” is not ambiguous and burritos, tacos, and quesadillas are not commonly understood to be a sandwich. Similarly, there were restaurants close to White City that sold burritos, tacos, and quesadillas.

Discussion.

Unambiguous words in a contract are assumed to adhere to their ordinary and usual interpretation.