Grand Prospect Partners, L.P. v. Ross Dress for Less, Inc.Annotate this Case
A shopping center owner challenged provisions in its commercial lease with Ross, conditioning Ross’s obligation to open a store and pay rent on Mervyn’s operating a store in the shopping center on the lease’s commencement date and allowing Ross terminate the lease if Mervyn’s ceased operations and was not replaced by an acceptable retailer within 12 months. Mervyn’s filed for bankruptcy and closed its store. Ross took possession of the space, never opened for business, never paid rent, and terminated the lease after the 12-month cure period. The trial court found the provisions unenforceable. The jury awarded $672,100 for unpaid rent and $3.1 million in other damages. The court of appeal held that there was no procedural unconscionability. The parties were sophisticated and experienced concerning commercial leases. The rent abatement and termination provisions must be examined separately because they involve separate consequences triggered by different conditions. The determination that rent abatement constituted an unreasonable penalty was supported by findings that Ross did not anticipate it would suffer any damages from Mervyn’s not being open on the lease’s commencement date and the rent forfeited was $39,500 per month. There is no reasonable relationship between $0 of anticipated harm and forfeiture of $39,500 in rent per month.