## Facts

- A retail tenant leased space to sell “ladies dresses, coats and suits and ladies sports clothes,” and the landlord promised not to rent any other store in the building “for the retail sale of ladies dresses, coats and suits.”
- Another store in the same building was later leased (and assigned) for the retail sale of items including “blouses” and “skirts.”
- The later tenant had notice of the earlier tenant’s restrictive covenant; the earlier tenant also knew the predecessor in the second store had sold skirt-and-blouse combinations.
- The later tenant sold matched skirts and blouses that could be worn together.
- The earlier tenant sought an injunction asserting the matched combinations were, in substance, two-piece dresses and therefore violated the “ladies dresses” restriction.
- At trial, the earlier tenant sought broader relief barring (i) one- or two-piece dresses and (ii) sales to the same customer of coordinated skirts and blouses on the theory that coordinated items became a “dress.”

## Issues

1. Whether the restrictive covenant barring rental for the retail sale of “ladies dresses” prohibited a neighboring tenant from selling matched skirt-and-blouse combinations.
2. Whether trade usage and the surrounding circumstances showed that matched “separates” were treated as “dresses” within the meaning of the covenant.
3. Whether equitable relief, if any, should limit how matched separates are sold to prevent functional conversion into dress sales.

## Decision

- The court denied an injunction prohibiting the sale of matched skirts and blouses.
- It held that matched skirt-and-blouse combinations were not “dresses” within the meaning of the restrictive covenant when construed in context and in accordance with trade usage.
- It ordered a limited restriction: the later tenant could not require purchase of the skirt-and-blouse combination as a single unit and had to allow customers to buy the skirt and blouse separately or together, each at an individual price.

## Legal Principles

- Restrictive covenants in leases may be enforced by injunction against subsequent tenants who take with notice of the restriction.
- The meaning of disputed lease terms is determined from the lease language read in context, including related lease provisions and surrounding circumstances that reflect the parties’ intended allocation of uses.
- Terms with specialized commercial meaning may be interpreted using trade usage evidence to determine customary classification of goods.
- Ambiguous restrictive covenants that limit competition are construed narrowly and are not extended beyond their clear scope.

## Conclusion

The court enforced the exclusivity clause only to its customary meaning, concluding that matched skirt-and-blouse “separates” were not “ladies dresses” under trade usage and the leases’ contemplated division of merchandise, while imposing a narrow equitable condition that the items remain available at separate prices to preserve their character as separable goods rather than a required dress unit.


Weinberg v. Edelstein, 201 Misc. 343, 110 N.Y.S.2d 806 (Sup. Ct. N.Y. Cnty. 1952)