Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Three RP Limited Partnership v. Dick's Sporting Goods, Inc.

United States District Court, E.D. Oklahoma

September 27, 2017

THREE RP LIMITED PARTNERSHIP, an Oklahoma Limited Partnership, Plaintiff,
v.
DICK'S SPORTING GOODS, INC., a Delaware corporation, Defendant.

          OPINION AND ORDER

          James H. Payne United States District Judge.

         Before the Court are Defendant's Motion to Dismiss (Doc. No. 7), Plaintiff's Motion for Summary Judgment (Doc. No. 12), Defendant's Objections to the Affidavit of James W. Dill (Doc. No. 16), and Defendant's Motion (In the Alternative) for Relief Pursuant to Rule 56(d) of the Federal Rules of Civil Procedure (Doc. No. 17). After consideration of the briefs, and for the reasons stated below, Defendant's Motion to Dismiss is GRANTED, Plaintiff's Motion for Summary Judgment is DENIED, and Defendant's Objections and Motion for Rule 56(d) Relief are MOOT.

         BACKGROUND

         According to the Petition (Doc. No. 2-1), on September 15, 2014, Defendant Dick's Sporting Goods, Inc. (“DSG”) entered into a written lease agreement (“Lease”) with landlord Vector Securities Corporation (“Vector”) for approximately 40, 000 square feet of space in a shopping center known as the Three Rivers Plaza (the “Shopping Center') in Muskogee, Oklahoma. (Doc. No. 2-1, ¶ 3; Doc. No. 7-2 (Lease)). On March 2, 2015, Vector assigned all rights, title, and interest in and to the Lease to Plaintiff Three RP Limited Partnership (“Plaintiff”). (Doc. No. 2-1, ¶ 3). Section 1.6 of the Lease sets forth an “Initial Co-Tenancy Requirement, ” which requires that certain key stores be open at the Shopping Center, and that a certain portion of the remaining Shopping Center space be occupied by certain types of retailers. (See Id. ¶¶ 5-13). Plaintiff alleges that, once the Initial Co-Tenancy Requirement is met, Dick's is obligated to commence paying “full rent” under the Lease. (Id. ¶ 13).

         Section 1.6(a) of the Lease provides in relevant part:

The “Initial Co-Tenancy Requirement” shall mean that: (i)(A) TJ Maxx and (B) one additional retailer satisfying prong (i) of the definition of Required Tenant (set forth below) and operating at least ten thousand (10, 000) square feet of LFA in the Shopping Center (the “Additional Inducement Tenant”), shall each be open or will simultaneously open with Tenant, fully staffed, stocked and operated as a retail business in substantially all of their respective premises; and (ii) at least seventy percent (70%) of the remaining LFA of the Shopping Center, excluding the LFA of the Demised Premises and any out-parcels, shall be open or will simultaneously be open with Tenant, fully staffed, stocked and operated by an Occupant in substantially all of its premises for the operation of a retail business by a Required Tenant.

(Doc. No. 7-2, at 8). “LFA” is defined in Section 1.2(d) of the Lease as:

the number of gross square feet of leasable floor area (whether occupied or unoccupied) of the Shopping Center Buildings intended for the exclusive use by any tenant, subtenant, assignee, licensee, concessionaire or other occupant of the Shopping Center (‘Occupant') thereof, including mezzanines or other levels if used for retail sales . . . .

(Doc. No. 7-2, at 3).

         As stated above, Section 1.6(a) sets forth two tests to determine whether the Initial Co-Tenancy Requirement is met. The parties agree that the requirements of Section 1.6(a)(i) are satisfied by the tenancies of TJ Maxx, with 21, 858 square feet of leased space, and ULTA Salon and Cosmetics (“ULTA”), with 10, 061 square feet of leased space. (Id. ¶¶ 7, 10). The parties' dispute centers on the proper construction of Section 1.6(a)(ii), in particular, the meaning of the phrase “at least seventy percent (70%) of the remaining LFA of the Shopping Center.” Plaintiff alleges “remaining LFA” describes the total leasable floor area of 111, 050 square feet, from which the 40, 000 square feet leased to DSG is then deducted. (Doc. No. 2-1, ¶¶ 8, 10). By contrast, DSG asserts “remaining LFA” refers to the total leasable floor area remaining after deducting the space leased to the two Inducement Tenants described in Section 1.6(a)(i), from which the space leased to DSG is then deducted. (Id. ¶¶ 9, 12).

         Plaintiff filed this action against DSG in the District Court of Muskogee County, Oklahoma, seeking a declaratory judgment that Plaintiff's construction of the Initial Co-Tenancy Requirement is correct. (See Doc. No. 2-1). DSG then removed the case to this Court based on diversity jurisdiction. (Doc. No. 2). DSG has now moved to dismiss the Petition pursuant to Federal Rule of Civil Procedure 12(b)(6). (Doc. No. 7). Plaintiff filed a Response in opposition (Doc. No. 11), and DSG filed a Reply (Doc. No. 14). Plaintiff has also filed a Motion for Summary Judgment (Doc. Nos. 12, 13). DSG filed a Response in opposition to Plaintiff's Motion for Summary Judgment (Doc. No. 15), and Plaintiff filed a Reply (Doc. No. 20). With respect to the Motion for Summary Judgment, DSG has filed Objections to the Affidavit of James W. Dill filed by Plaintiff (Doc. No. 16) and a Motion for Relief pursuant to Rule 56(d) of the Federal Rules of Civil Procedure (Doc. No. 17). Plaintiff filed Responses to DSG's Objections and Motion for Rule 56(d) Relief (Doc. Nos. 19, 22). The pending motions are fully briefed and ripe for review.

         DISCUSSION

         I. DSG's Motion to Dismiss

         In considering a Rule 12(b)(6) motion, the court must accept all well-pleaded allegations of the complaint as true, and must construe them in the light most favorable to the plaintiff. See Anderson v. Merrill Lynch Pierce Fenner & Smith, Inc., 521 F.3d 1278, 1284 (10th Cir. 2008). To withstand a motion to dismiss, a complaint must contain enough allegations of fact “to state a claim to relief that is plausible on its face.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). The plaintiff bears the burden to frame “a complaint with enough factual matter (taken as true) to suggest” that he or she is entitled to relief. Twombly, 550 U.S. at 556. “A pleading that offers ‘labels and conclusions' or a formulaic recitation of the elements of a cause of action will not do.'” ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.