## Facts

- A 1977 lease gave Wal-Mart space as the shopping center’s anchor tenant.
- The lease stated an intent to operate a discount store but also allowed the premises to be used for “any lawful purpose.”
- The lease listed default to include “desertion of the premises” and failure to pay rent, but it contained no express continuous-operation clause.
- Wal-Mart ceased retail operations, removed fixtures, and covered windows, but continued paying rent and other amounts due.
- Wal-Mart maintained possession and used the space for storage and occasional meetings.
- The landlord, in Chapter 11 and acting as debtor-in-possession, claimed the closure harmed customer traffic and the center’s viability.

## Issues

1. Whether Wal-Mart’s cessation of retail operations, coupled with continued rent payment and continued possession, constituted “desertion” or another express lease default.
2. Whether Oklahoma law permitted implying a continuous-operation obligation (or comparable implied duty) requiring Wal-Mart to operate a retail store.
3. Whether an implied duty of good faith and fair dealing could supply an operating requirement not stated in the lease.

## Decision

- The court held Wal-Mart did not default under the lease by closing the retail store while continuing to pay rent and using the premises for storage and occasional meetings.
- The court declined to imply a covenant of continuous operation, finding it inconsistent with the lease’s broad “any lawful purpose” use provision and not necessary to effectuate the parties’ written agreement.
- The court rejected reliance on commercial expectations about the anchor tenant’s role as a basis to impose an operating obligation absent supporting lease language.

## Legal Principles

- Under Oklahoma contract law, implied covenants are permitted only when necessary to carry out the parties’ intent as expressed in the agreement and may not contradict clear written terms.
- A lease clause allowing use for “any lawful purpose” generally grants the tenant discretion to change use, absent an express operating restriction.
- “Desertion” or abandonment requires more than ceasing a particular business; continued possession, some use, and continued rent payment negate desertion in the absence of an express operation requirement.
- The implied duty of good faith and fair dealing does not create new substantive duties beyond the contract’s terms and does not convert an expressly permitted use choice into a breach.

## Conclusion

The court found no lease default where Wal-Mart stopped operating a retail store but remained in possession, used the space, and paid rent, and it refused to add a continuous-operation requirement through implication or good-faith principles contrary to the lease’s express language.


Oklahoma Plaza Invs., Ltd. v. Wal-Mart Stores, Inc. (In re Oklahoma Plaza Invs., Ltd.), 124 B.R. 108 (Bankr. N.D. Okla. 1991)