Top of the Track Associates v. Lewiston Raceways, Inc.
| Decision Date | 23 February 1995 |
| Docket Number | No. 7150,Docket No. AND-94-431,7150 |
| Parties | TOP OF THE TRACK ASSOCIATES v. LEWISTON RACEWAYS, INC. DecisionLaw |
| Court | Maine Supreme Court |
Ronald P. Lebel (orally), Rocheleau, Fournier & Lebel, P.A., Lewiston, for plaintiff.
Martin I. Eisenstein (orally), Peter D. Lowe, Brann & Isaacson, Lewiston, for defendant.
Before WATHEN, C.J., and ROBERTS, GLASSMAN, RUDMAN, DANA, and LIPEZ, JJ.
Top of the Track Associates 1 (TOTA) appeals from a judgment entered in the Superior Court (Androscoggin County, Alexander, J.) in favor of Lewiston Raceways, Inc. (Raceways) on TOTA's complaint against Raceways for a breach of contract and unjust enrichment. We vacate the summary judgment on the breach of contract claim and affirm the judgment on the unjust enrichment claim.
The record reveals the following undisputed facts: In 1983, Raceways sought investors to upgrade concession facilities adjacent to its harness racing track in Lewiston as a part of its ongoing effort to attract a larger audience to the track and to increase the number of race dates awarded to it by the State Harness Racing Commission (the Commission). A group of local business persons formed a limited partnership, TOTA, and undertook to design the new restaurant facility. TOTA entered into negotiations with Raceways to build and manage the upgraded facility.
On October 5, 1983, Raceways and TOTA executed a ten-year lease. The agreement provided that: TOTA would pay for and construct the improvements to the clubhouse; Raceways would own the improvements on completion of construction and TOTA would operate the restaurant facilities and have the exclusive right to operate food and drink concessions on the entire 57-acre parcel comprising Raceways, except the paddock area, when the track was open for racing. In lieu of a fixed rent, TOTA was to pay Raceways a percentage of its gross receipts from the concessions and restaurant. The percentage of gross receipts payable to Raceways was to escalate gradually over the term of the lease.
The lease, inter alia, also provided the following: TOTA agreed to maintain the restaurant and food and drink concessions services during all racing days in the racing season. Failure to operate the facilities for a period in excess of eight consecutive racing days would constitute a default by TOTA. Raceways reserved the right to terminate and cancel the lease if TOTA lost its liquor license for failure to comply with the liquor laws. TOTA's failure to pay the percentage of gross receipts to Raceways within the time provided in the lease entitled Raceways to terminate the lease and to enter the premises. Either party could terminate the lease if the clubhouse or other areas of the track were condemned, thereby making it economically infeasible to operate the restaurant and concessions. If Raceways conveyed its interest in the race track or clubhouse or assigned the lease, its obligations would cease and the new lessor or assignee would be bound by the terms of the lease.
The lease also contained an integration clause that provided in pertinent part:
This Lease and any duly executed riders attached hereto constitute the only agreement between the parties relative to the Leased Premises and no oral statements and no prior written matter not specifically incorporated herein shall be of any force or effect. In entering this Lease, the Tenant relies solely upon the representations and agreements contained herein.
In late 1983, TOTA began construction of the clubhouse improvements. TOTA specifically tailored the design of the restaurant to accommodate the patrons of the race track. The restaurant had several seating levels overlooking the race track, and TOTA installed television monitors to allow the patrons to watch the races. Because there would be a single sitting for dinner, the kitchen was equipped to prepare a large number of meals at one time. TOTA's capital investment in the leasehold improvements was approximately $425,000, and it spent an additional $275,000 for the equipment and furnishings.
In 1984 and 1988, the parties amended the lease to extend the lease period. TOTA sought the amendments because it needed an additional period of time to recoup its investment. The final amendment extended the lease term to sixteen years with the escalation of the percentage of gross receipts payable to Raceways extended accordingly.
Raceways continued to seek racing dates from 1983 to 1989 and made several capital improvements to the track and stalls. During this time, with the consent of Raceways as provided in the lease, TOTA made several attempts to operate the restaurant in the off-season period. Such attempts were unsuccessful financially, primarily because the building was not conducive to general restaurant operation. In 1990, Raceways submitted its annual application to the Commission to obtain that season's race dates. By February 1990, the usual start of the racing season, the Commission had not yet assigned race dates. Without notifying TOTA, Raceways withdrew its application and subsequently ceased operating the race track. With the track no longer drawing patrons to the restaurant, TOTA was forced to close the clubhouse and go out of business. Raceways has since removed the track and begun developing the site for various commercial uses.
TOTA filed a multi-count complaint against Raceways alleging, inter alia, that by unilaterally withdrawing its application for racing dates Raceways breached an implied term in the contract that for the lifetime of the lease Raceways would operate the track as a racing track and annually seek racing dates, and that Raceways was unjustly enriched by acquiring ownership of the improvements made by TOTA. Raceways moved to dismiss the complaint pursuant to M.R.Civ.P. 12(b)(6) and subsequently moved for a summary judgment on all counts in the complaint. The trial court granted a summary judgment in favor of Raceways on TOTA's claim that Raceways had breached an implied term of the lease. The court reasoned that the express integration clause contained in the lease precluded the existence of any implied term. After a jury-waived trial, based on the court's finding that TOTA had failed to meet its burden to establish that the improvements were of any benefit to Raceways after it ceased operating the track, a judgment was entered in favor of Raceways on TOTA's remaining claim that Raceways was unjustly enriched.
TOTA first contends that because there exists a genuine issue of material fact, the trial court erred in granting a summary judgment in favor of Raceways on TOTA's claim for the breach of an implied term in the lease. It argues that although the parties understood there was no assurance that the Commission would continue to award racing dates to Raceways, the contract impliedly obligated Raceways to seek such dates during the lifetime of the lease. TOTA also argues that Raceways understood that its unilateral decision to withdraw its application for racing dates and its subsequent closing of the track not only defeated the purpose of the lease agreement but also undermined its spirit and the intent of the parties at the time the lease was executed.
Raceways contends, as it did before the trial court, that the integration clause bars the implication of any additional duties and obligations not expressly provided in the lease; further, that Raceways never intended to promise to operate the track for the duration of the lease and the lack of such intent by Raceways precluded the trial court from implying such an obligation. Hence, Raceways argues the trial court properly granted its motion for a summary judgment in its favor on TOTA's claim for the breach of their contract.
A summary judgment is appropriate if there is no genuine issue as to any material fact and if the moving party is entitled to a judgment as a matter of law....
To continue reading
Request your trial
-
In re Hannaford Bros. Co. Customer Data Security Breach Litigation, MDL Docket No. 2:08-MD-1954.
...Seashore Performing Arts Ctr., Inc. v. Town of Old Orchard Beach, 676 A.2d 482, 484 (1996) (quoting Top of the Track Assocs. v. Lewiston Raceways, Inc., 654 A.2d 1293, 1295 (Me. 1995)). 34. See Seashore Performing Arts Ctr., 676 A.2d at 484; Top of the Track Assocs., 654 A.2d at 35. Seashor......
-
In re Jackson Brook Institute, Inc.
...Casco acted without honesty in fact in pursuing the Up-streaming Litigation. Associates points to the case Top of the Track Assoc. v. Lewiston Raceways, Inc., 654 A.2d 1293 (Me.1995), for the proposition that implied covenants are recognized in contracts when it is absolutely necessary to e......
-
Anderson v. Hannaford Bros. Co.
...Seashore Performing Arts Ctr., Inc. v. Town of Old Orchard Beach, 676 A.2d 482, 484 (Me.1996) (quoting Top of the Track Assocs. v. Lewiston Raceways, Inc., 654 A.2d 1293, 1295 (Me.1995)). The existence of such an implied contract term is determined by the jury, which considers whether the t......
-
Federal Ins. Co. v. Maine Yankee Atomic Power Co., 00-307-P-H.
...v. Venture Props., Inc., 676 A.2d 46, 49 n. 1 (Me.1996); Lynch v. Ouellette, 670 A.2d 948, 950 (Me.1996); Top of the Track Assocs. v. Lewiston Raceways, 654 A.2d 1293, 1296 (Me.1995); Horton & McGehee § 7.6. Read at its broadest, this oft-repeated pronouncement could doom Maine Yankee's cla......