No. 13-2548
Appeal from the United States District Court for the District of
Maryland, at Greenbelt. Roger W. Titus, Senior District Judge.
(8:13-cv-01912-RWT)
Argued:
Decided:
March 4, 2015
In
L.P.
redevelopment.
(White
Flint),
from
going
forward
with
the
district
court
denied
Lord
&
Taylors
request,
We see no
I.
A.
In 1975, White Flint opened discussions with Lord & Taylor
and Bloomingdales, a nonparty to this case, about development
of what would become the Mall.
In exchange, White
parties
memorialized
their
understanding
in
detailing
the
layout
of
the
Mall
and
its
surrounding
site may be used only for retail purposes, and White Flint may
build additional structures only with Lord & Taylors consent.
Any
changes
to
the
Mall,
including
alterations
to
its
restrictive
that
run
with
the
Land,
creating
2042, and Lord & Taylor may extend them until 2057 by exercising
its final lease-renewal option.
3
The
years.
Mall
opened
in
1977
and
operated
smoothly
for
many
decline in business.
of
the
Malls
space,
had
left.
Since
then,
the
4,
2015,
and
&
Taylor
alone
remains
open
for
business.
In November 2011, White Flint released a preliminary plan
to redevelop the site (the Sketch Plan), as part of Montgomery
Countys broader initiative to redevelop the surrounding area
(the
Sector
Plan).
private undertaking.
anchored
by
subway,
into
The
Plan
is
massive
public-
station
a
Sector
of
430-acre
the
urban
Washington
center,
metropolitan
with
14,000
area
new
billion
in
new
public
works
and
eventually
to
generate
$40
The Sketch
Plan would transform the Mall site into the sort of mixed-use
4
town
center
including
2,400
apartment
units,
parks
and
the
plan
in
October
2012,
and
Montgomery County
considers
it
an
According
around its store instead, Lord & Taylor argues, violates the
plain terms of the REA and will negatively affect the stores
business,
disrupting
customer
access
by
destroying
internal
roads and parking areas and denying the store the benefit of
foot traffic from Mall customers.
Negotiations between Lord & Taylor and White Flint reached
an impasse in the spring of 2013, and in July 2013, Lord &
Taylor filed the two-count complaint that is the basis for this
lawsuit.
that the REA precludes White Flint from redeveloping the Mall
site as contemplated by the Sketch Plan and instead requires
White Flint to continue operation of a first class high fashion
retail [s]hopping [c]enter.
court to enjoin White Flint from taking any steps to carry out
or construct [the] redevelopment in a manner inconsistent with
the
REA
and
obligations
to
under
require
the
[REA]
[White
to
Flint]
operate
to
a
abide
first
by
class
its
high
Lord &
injunctive
circumstances.
relief
would
be
It concluded, however,
infeasible
under
the
75-percent
vacancy
rate,
the
court
reasoned,
an
to
enter
into
this
case
and
try
to
enjoin
an
[F]or
ongoing
district
court
subsequently
denied
Lord
&
Taylors
It
II.
A.
Lord
&
Taylors
first
contention
on
appeal
is
that
the
de novo, see Woollard v. Gallagher, 712 F.3d 865, 873 (4th Cir.
2013)
(de
novo
review
governs
district
court
decision
on
Federal
rationale
Practice
and
extends
to
Procedure
requests
for
2943
(3d
injunctive
ed.
2014)
relief).
different
approach,
and
relied
instead
on
the
federal-law
choice
the
and
of
law.
choice-of-law
expressly
But
the
question
clarified
in
district
at
its
the
court
directly
summary
judgment
decision
that
it
was
&
Taylor
court
argues
applied
in
the
Maryland
alternative
law,
then
it
that
if
misapplied
the
it
of
course
and
regardless
of
factors
like
the
public
violate the REA and the district court assumed as much for
purposes of summary judgment then according to Lord & Taylor,
there was virtually nothing left for the court to do but enjoin
the breach.
We disagree.
But injunctive
courts
are
granted
broad
discretionary
authority
to
v. Huber, 811 A.2d 389, 401 (Md. Ct. Spec. App. 2002); see also
Redners Mkts., Inc. v. Joppatowne G.P. L.P., Civ. A. No. 111864-RDB, 2013 WL 2903285, at *5 (D. Md. June 13, 2013).
The parties dispute the precise scope of this equitable
discretion
and
exercise.
law
to
decide
the
this
particular
case,
factors
however,
that
because
should
one
guide
thing
its
that
Maryland law makes perfectly clear is that trial courts may take
account of feasibility concerns like those relied on by the
district
court
here
in
considering
10
injunctive
relief
for
In
this
context,
discretion
to
deny
(Maryland
case
law
these
purposes)
as
in
others,
trial
courts
specific
performance
or
does
distinguish
between
not
where
enforcement
injunctive
would
the
be
retain
relief
two
for
unreasonably
So,
infeasible
for
if
instance,
it
would
an
injunction
compel
the
may
parties
be
to
denied
as
continue
v. Erols, Inc., 620 A.2d 408, 412-14 (Md. Ct. Spec. App. 1993)
(denying injunction to enforce continuous-operation lease clause
on
feasibility
(specific
grounds);
performance
required
to
issue
Edison
may
be
Realty
denied
multiplicity
Co.,
where
of
62
A.2d
court
orders
at
would
. . .
in
358
be
its
Indeed, because
v. Tulip Realty Co. of Md., Inc., 153 A.2d 275, 284 (Md. 1959).
And
the
inquiry
into
feasibility
is
itself
wide
ranging
and
harm
to
be
suffered
if
11
an
injunction
is
denied
as
infeasible.
the
in
district
determining
court
that
properly
injunctive
exercised
relief
would
its
be
On the contrary:
Maryland law
in
favor
of
injunctive
relief
to
consider
the
the
When
district
district
equitable
courts
determination
courts
considerations
decision
or
other
is
highly
rests
on
deferential.
evaluation
traditionally
of
discretionary
294,
299
(4th
Cir.
2012)
(reviewing
application
of
the
714
F.3d
828,
application
of
equitable
833
(4th
tolling
12
Cir.
doctrine
2013)
for
(reviewing
abuse
of
discretion).
The district
difficulties
difficulties
that
will
of
enforcement
fall
in
the
of
an
first
injunction
instance
on
the
Cir.
2009)
district
court
(applying
abuse
of
class-certification
discretion
standard
determination
to
(quoting
Westberry v. Gislaved Gummi AB, 178 F.3d 257, 261 (4th Cir.
1999))).
Like
practical
the
district
realities
of
court,
the
we
must
situation.
take
At
account
the
time
of
the
of
the
demolished.
Much
of
the
Mall
itself
was
vacant,
and
complaint,
prohibition
on
would
the
have
sites
required
more
than
redevelopment.
It
13
negative
would
have
the
now-fading
Mall
back
into
first
class
high
REA
conditions
that
control
every
facet
of
the
Malls
had
ascertained
that
the
Malls
operations
And once
were
again
Storch
L.P.,
620
A.2d
at
414
(declining
to
See M.
enforce
ongoing
supervision
performance).
eventually
would
Such
entangle
14
the
long-term,
district
ongoing
court
in
acres,
parties
as
and
potentially
the
Mall
involving
repopulates
dozens
and
of
the
new
counter-
duration
of
the
injunction
sought
here
would
be
nothing
like
one
that
grocery
store
in
the
same
strip
mall),
or
resolves
streamlined
and
straightforward
than
these,
involving
precedent, and Lord & Taylor provides none, even suggesting that
it would be feasible for the court to craft and enforce an order
directing White Flint to reboot and then maintain a first class
15
high
fashion
regional
retail
[s]hopping
[c]enter,
consistent
oral
suggesting
negative
argument,
that
it
Lord
would
injunction
be
that
&
Taylor
satisfied
simply
refined
its
with
more
prohibited
White
position,
limited,
Flint
from
moving ahead with the destruction of the Mall and its adjacent
parking areas.
the
proposed
relief
as
well,
deeming
it
unrealistic
to
In effect,
the district court held, the redevelopment had passed the point
of no return.
Again, we must attend to the realities of the situation
facing the district court.
understood,
would
freeze
place
vacant
and
partially
area.
That
outcome
would
serve
neither
party
to
the
Indeed,
the
district
court
cannot
16
simply
assume
that
best-case
scenario,
and
must
instead
contend
with
the
very
real
empty
and
unusable
45-acre
Mall
site
in
the
heart
of
back
even
to
if
the
negative
drawing
injunction
board
and
did
send
eventually
to
parties
repopulate
dispute
and
specifications
class
and
whether
restore
of
high
the
the
any
REA
fashion
Mall
or
White
lived
produced
shopping
Flint
up
to
proposal
the
the
Should
to
detailed
sufficiently
experience,
White
the
first
district
court would find itself inserted once again into the thick of
ongoing and complex commercial relationships.
together,
these
concerns
are
more
than
enough
to
relief
would
be
infeasible. *
Continuous
judicial
to
district
court
exercises
its
manage
its
follows
own
affairs.
applicable
discretion
in
Where,
state
denying
law
as
here,
and
injunctive
the
reasonably
relief
as
III.
For
the
reasons
stated
above,
we
affirm
the
district
18