FAIRLAWN PLAZA DEVELOPMENT, INC. v. Fleming Co., Inc.

The opinion of the court was delivered by

Kaul, J.:

This is an action for a declaratory judgment to construe the terms of a shopping center “Build and Lease Agreement.” The lease provides for payment of rents based on a percentage of gross sales of the lessee’s supermarket if the percentage amounts to a sum greater than the minimum fixed cash rent agreed upon.

Defendant’s sublessee operates a bakery on the premises. The question in the case is whether the portion of the baked goods sold or transferred to affiliated stores of the sublessee are to be included in the term “gross sale” as defined in…