## Facts

- White City Shopping Center, LP (landlord) leased space in a Shrewsbury, Massachusetts shopping center to PR Restaurants, LLC to operate a Panera Bread restaurant under a ten-year lease executed March 14, 2001.
- PR requested and drafted an “exclusive use” provision during lease negotiations; the final clause restricted the landlord from leasing to businesses whose annual sales of “sandwiches” exceeded 10% of total sales, but did not define “sandwich.”
- White City later leased other space in the center to Chair 5 Restaurants to operate a Qdoba restaurant selling burritos, tacos, and quesadillas.
- White City filed a declaratory judgment action seeking a ruling that leasing to Qdoba did not breach the exclusivity provision.
- PR asserted counterclaims for breach of contract, breach of the implied covenant of good faith and fair dealing, and violation of Massachusetts General Laws chapter 93A.
- PR moved for a preliminary injunction to prevent White City from permitting Qdoba to open or operate at the shopping center during the litigation.

## Issues

1. Whether the lease’s exclusivity clause, limiting other tenants whose sales of “sandwiches” exceed 10%, reasonably includes burritos, tacos, and quesadillas within the ordinary meaning of “sandwich.”
2. Whether PR showed a likelihood of success on the merits sufficient to justify preliminary injunctive relief.

## Decision

- The court denied PR’s motion for a preliminary injunction.
- The court held that “sandwich,” though undefined in the lease, was not ambiguous and must be given its ordinary meaning.
- Applying ordinary usage, the court concluded burritos, tacos, and quesadillas are not commonly understood to be “sandwiches.”
- Because PR’s claimed exclusivity depended on treating Qdoba’s core products as “sandwiches,” PR failed to show the likelihood of success required for preliminary relief.

## Legal Principles

- Unambiguous contract terms are interpreted according to their plain, ordinary meaning.
- A term is not ambiguous merely because it is undefined; common usage can supply a definite meaning.
- A party seeking a preliminary injunction must establish, at minimum, a likelihood of success on the merits; failure on a threshold interpretive issue can defeat the request for injunctive relief.
- Where contract language reflects a specific, narrow restraint, a court will not expand it to cover conduct not clearly captured by the words used, particularly where the moving party drafted the provision.

## Conclusion

The court refused to enjoin the opening of a competing restaurant because the lease’s exclusivity provision, read by ordinary meaning, did not treat burritos, tacos, and quesadillas as “sandwiches,” leaving the tenant without the required likelihood of success for preliminary injunctive relief.


White City Shopping Ctr., LP v. PR Rests., LLC, 21 Mass. L. Rptr. 565 (Mass. Super. Ct. 2006)