## Facts

- White Flint, L.P. owned and operated the White Flint Shopping Center in Montgomery County, Maryland; Lord & Taylor, LLC operated an anchor department store under a long-term lease and a reciprocal easement agreement (REA).
- The REA imposed long-term covenants running with the land, including requirements that White Flint maintain a three-story enclosed “first class” regional shopping mall and restrictions against major design/structural changes without Lord & Taylor’s consent.
- The mall declined substantially; by 2013, most tenants had departed and an anchor space was demolished after a nonrenewal.
- Montgomery County approved zoning and planning changes encouraging mixed-use redevelopment of the site.
- White Flint pursued plans to demolish the enclosed mall and redevelop the property into a mixed-use “town center” with retail, office, residential, and public space.
- Lord & Taylor objected, asserting the redevelopment would breach the REA and impair its contractual and property-like interests tied to the mall’s enclosed configuration and quality.
- The district court found the redevelopment would breach the REA but denied permanent injunctive relief as impracticable and inequitable; the Fourth Circuit affirmed that denial in an earlier appeal.
- The case proceeded to a jury trial on damages for breach of contract; the jury found a breach and awarded Lord & Taylor $31 million.

## Issues

1. Whether the district court properly instructed the jury not to reduce lost-profits damages based on potential future economic benefits of the planned redevelopment.
2. Whether the district court properly admitted a Lord & Taylor executive’s construction-cost estimates as lay opinion under Federal Rule of Evidence 701.
3. Whether Maryland law permits separate damages for an alleged “taking” or destruction of property rights arising from covenants running with the land, beyond breach-of-contract damages.

## Decision

- The Fourth Circuit affirmed the judgment, including the $31 million jury award and the challenged trial rulings.
- The court upheld the jury instruction excluding consideration of speculative future redevelopment benefits as an offset to lost profits.
- The court held the executive’s construction-cost estimates were admissible as lay opinion because they were based on personal knowledge and business experience rather than specialized expert methodology.
- The court rejected a separate “taking of property rights” damages theory, concluding Maryland law provided contract damages as the remedy for breach of the REA covenants.

## Legal Principles

- Lost-profit damages must be proven with reasonable certainty; speculative future benefits from an uncompleted redevelopment may be excluded from the damages calculation.
- Trial courts have discretion to craft jury instructions that prevent confusion and keep the damages inquiry focused on contractually cognizable losses caused by the breach.
- Lay opinion testimony under Federal Rule of Evidence 701 may include business-based cost estimates when grounded in personal experience and firsthand knowledge, without requiring expert qualification.
- Under Maryland law, breach of restrictive covenants in an REA is remedied through contract damages; the property-like character of covenants running with the land does not create a separate private “taking” damages remedy.

## Conclusion

The Fourth Circuit upheld a $31 million breach-of-contract verdict arising from redevelopment plans that violated long-term REA covenants, approving trial rulings that barred offsets for speculative future gains, allowed qualified business lay testimony on costs, and limited recovery to traditional contract damages rather than a separate property-rights “taking” award.


Lord & Taylor, LLC v. White Flint, L.P., 849 F.3d 567 (4th Cir. 2017)