## Facts

- Shopping-plaza owners leased premises to an anchor supermarket tenant under a 15-year commercial lease.
- The lease required fixed annual rent of $48,450 plus 1% of gross annual sales above $4,845,000 (percentage rent).
- The tenant took possession in April 1970 and later operated at substantial losses; annual sales never exceeded $1,292,000.
- The tenant notified the landlord that it would vacate and cease operations, but would continue paying rent until the premises were re-let.
- The landlords presented evidence that a grocery store draws customers to the center and that closure could reduce business for other tenants and potentially cause tenant departures.

## Issues

1. Whether a court of equity should order specific performance requiring a commercial tenant to continue operating a supermarket for the remaining lease term.
2. Whether potential harm to a shopping center and co-tenants from an anchor tenant’s closure justifies a decree compelling continuous operation.
3. Whether the availability of rent payments and the speculative likelihood of percentage rent affect the propriety of equitable relief.

## Decision

- The appellate court affirmed the dismissal of the landlords’ specific-performance claim, holding that compelling operation of the supermarket was not an appropriate equitable remedy.
- The court modified the judgment to state the dismissal was without prejudice to other actions the landlords might pursue (such as damages).
- Costs were awarded to the tenant.

## Legal Principles

- Specific performance is generally unavailable for contracts requiring varied, continuous acts because enforcement would require constant judicial supervision and is impracticable.
- Courts are reluctant to compel ongoing business operations through equitable decrees, particularly where performance would require monitoring day-to-day operational decisions over an extended period.
- Harm from an anchor tenant’s closure and the effect on co-tenants may support legal remedies, but does not, by itself, justify specific performance where supervision concerns predominate.
- Where percentage-rent expectations are not reasonably probable on the record, equity is less likely to compel continued operation to protect that contingent benefit.

## Conclusion

The court refused to order a supermarket tenant to keep operating under a long-term lease, reasoning that a continuous-operation decree would be difficult to administer and supervise; the landlords were left to pursue other remedies, including damages, if available.


Grossman v. Wegman’s Food Mkts., Inc., 43 A.D.2d 813, 350 N.Y.S.2d 484 (N.Y. App. Div. 4th Dep’t 1973)