City Stores Co. v. Ammerman

Brief Fact Summary. A department store contends that it was promised a lease in a developing shopping mall, in exchange for helping the developer obtain the necessary zoning permits.

Synopsis of Rule of Law. Where legal remedies are not practicable or adequate, specific performance may be an adequate remedy to enforce a contract, even when the contract has left terms open for future negotiation.

Facts. The Defendant, Ammerman (Defendant), was trying to develop a shopping center, but ran into zoning obstacles. The Plaintiff, City Stores, Co. (Plaintiff), was trying to negotiate a lease with the Defendant. In the hopes of acquiring a lease in the new shopping center, Mr. Jangels, the President of one of the Plaintiff’s stores, wrote a letter to be used in a hearing before the zoning board, stating that his store was greatly interested in becoming a tenant in the Defendant’s proposed shopping mall site. In return, Mr. Jagels received a letter from the Defendant offering him “the opportunity to become one of our contemplated center’s major tenants with rental and terms at least equal to that of any other major department store in the center” in the event that the Defendant received the proper zoning permits. The Plaintiff now seeks specific performance of this promise.

Issue. Is specific performance the appropriate means to enforce a contract where certain terms are left open for future negotiation?

Held. Yes. Judgment for the Plaintiff. The court held that where legal remedies are inadequate or impracticable and material terms of the contract are definite, the fact that some terms are left open does not render specific performance an inadequate remedy.

Discussion. The court reasoned that because the Plaintiff was promised a lease with terms “at least equal” to that of the other major tenants, the material terms could easily be ascertained by examining the other tenants’ leases. The court also reasoned that remedies at law would not be adequate because they could not compensate the Plaintiff for the future advantages it would receive by being located in a suburban shopping center. The court also reasoned that forcing the Defendant to give the Plaintiff a lease would not be especially detrimental or result in a hardship to the Defendant.