Cook United, Inc. v. Waits

• Decision Date: 28 June 1974
• Citation: 512 S.W.2d 493
• Parties: COOK UNITED, INC., Appellant, v. John W. WAITS et al., Appellees.
• Court: United States State Supreme Court — District of Kentucky

Page 493

512 S.W.2d 493

COOK UNITED, INC., Appellant, v. John W. WAITS et al., Appellees.

Court of Appeals of Kentucky.

June 28, 1974.

John S. Greenebaum, Boyce F. Martin, Jr., Louisville, for appellant.

Robert H. Rice, Wood, Pedley, Stansbury, Rice & Warner, Louisville, for appellees.

REED, Justice.

The owners of adjacent properties agreed to jointly develop and construct a mall-type commercial shopping center. The precise issue posed to the trial court was whether the appellees were precluded from constructing a tire, battery and automobile accessory store for Goodyear Tire and Rubber Company on a particular site referred to in a writing that purported to integrate the agreements between the parties.

The plaintiff-appellant sought an injunction prohibiting the defendants-appellees from constructing or using the particular site in question for a tire, battery and auto accessory store. This claim was based on the assertion that a proper interpretation of the contract restricted the defendants to use the particular site only for an automobile service station limited to a major oil company operation. The defendants insisted that use of the site was not so restricted and that the proposed business operation was permissible according to the contract.

The trial judge considered the extensive evidence adduced. He filed detailed findings of fact and succinct conclusions of law. Consistent with his findings and conclusions he adjudged the defendants-appellees not in breach of contract and the requested injunction was denied. The plaintiff thereupon appealed to this court. We perceive no error that would authorize us to set aside the trial judge's decision.

Defendants, John W. Waits and his wife, owned a tract of land located in Jefferson County, Kentucky, containing approximately 33.170 acres. Waits decided to build a shopping center on this land but desired to develop only one-half of the acreage. Plaintiff, Cook United, Inc., became came interested in joining the undertaking . In June, 1969, Waits conveyed to Cook 15.407 acres of the tract and retained 17.763 acres. Waits and Cook agreed that each would separtely develop his tract into a common mall-type shopping center to be known as Westland Mall.

At the same time Waits made the conveyance of property to Cook, the parties executed a writing, which purported to represent a final expression of th terms of their agreement. This writing signed by the parties recited that both of them agreed to operate their respective parcels of ground as one integrated mall-type shopping center. A plot plan outlining the proposed development was annexed to the written agreement.

By the terms of the writing, Cook agreed to construct retail store buildings in the general location shown on the annexed plot plan with a set-back line as indicated thereon and Waits agreed to build a mall-type shopping center substantially as shown on the 'permeter outline of the center of the annexed plat.'

The provisions of the writing that are especially pertinent to an interpretation of the scope of contractual obligations imposed upon the agreeing parties so far as the current dispute is concerned are:

'(a.) (Cook) will construct retail store buildings on its property in the general locaton shown on the annexed plot plan and maintain a set-back line for the front of its retail stores no closer to U.S. Highway 31W than shown on the plot plan, except that (Cook) may also construct the gasoline station as shown on the plat plan and the building in the southeast corner of (Cook's) property shown on the plot plan . . .

'(b.) (Waits) may not use that portion in the red cross-hatched area for a restaurant or movie theater and agrees that any restaurant or movie theater must be at least 270 feet in distance from (Cook's) north property line. (Waits) may construct a bank at the location shown on the annexed plat provided, however, the elevation for such bank shall not exceed sixteen (16) feet above the center line of Dixie Highway. way. (Waits) may likewise build a service station in the area marked off as such on the annexed plat, provided, however, such auto service station shall be limited to a major oil company operation.

'(c.) (Waits) agrees not to use the premises shown on the annexed plat . . . for a super market or grocery store or for a discount store operation. Discount store operation is defined as a retail establishment which regularly sells a major portion of its...