Walgreen Co. v. Sara Creek Property Co.

966 F.2d 273 (1992)

Quick Summary

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Walgreen Co. (plaintiff) had an exclusive lease agreement with Sara Creek Property Co. (defendant) that prohibited leasing mall space to other pharmacies. When Sara Creek planned to lease space to Phar-Mor, a competitor, Walgreen sought an injunction claiming damages were incalculable.

The issue was whether an injunction was more appropriate than damages for the lease breach. The U.S. Court of Appeals affirmed the trial court’s injunction, reasoning that accurately computing damages was too complex and uncertain, while an injunction provided a straightforward remedy without significant judicial oversight.

Facts of the Case

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Walgreen Co. (plaintiff) had been a tenant in the Southgate Mall in Milwaukee since 1951. They had an agreement with Sara Creek Property Co. (defendant), the owners of the mall, which included a clause preventing Sara Creek from leasing space to other businesses intending to operate a pharmacy.

This exclusivity clause was meant to protect Walgreen from direct competition within the mall.

In 1990, when Sara Creek’s largest tenant was facing bankruptcy, they informed Walgreen of their intention to replace this tenant with Phar-Mor, a discount store with a sizeable pharmacy section.

Walgreen saw this as a breach of their lease agreement and filed a lawsuit seeking an injunction to prevent Sara Creek from leasing space to Phar-Mor, arguing that damages would be difficult to calculate.

Procedural Posture and History

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  1. Walgreen Co. filed an action for breach of contract against Sara Creek Property Co. and Phar-Mor.
  2. The trial court granted a permanent injunction in favor of Walgreen.
  3. Sara Creek appealed the decision to the United States Court of Appeals, Seventh Circuit.

I.R.A.C. Format


Issue Icon

Whether the trial court was correct in granting a permanent injunction to Walgreen instead of awarding damages for the alleged breach of the exclusivity clause in their lease agreement.

Rule of Law

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Damages are the standard remedy for breach of contract cases. However, an injunction may be granted when damages are not adequate to compensate for the breach. The decision to grant an injunction involves balancing the cost and benefits of injunctive relief versus damages.

Reasoning and Analysis

Reasoning Icon

The appellate court reviewed the trial court’s decision for an abuse of discretion and found that it was within reasonable judgment. The court highlighted that estimating Walgreen’s damages over the remaining lease term would be complex and inaccurate due to factors such as projecting sales revenues, costs, and the impact of competition from Phar-Mor.

The court noted that while expert witnesses might estimate these damages, this process would be fraught with uncertainty.

On the other hand, the injunction imposed a clear and simple directive on Sara Creek not to lease space to Phar-Mor for the duration of Walgreen’s lease, with minimal need for ongoing judicial oversight.

The court also considered that any potential harm to Phar-Mor or customers preferring Phar-Mor would be reflected in negotiations between Walgreen and Sara Creek over dissolving the injunction, thus indirectly considering their interests.


Conclusion Icon

The appellate court affirmed the trial court’s decision to grant a permanent injunction to Walgreen.

Key Takeaways

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  1. An exclusivity clause in a lease agreement can be protected by an injunction if damages are deemed inadequate or difficult to calculate.
  2. The decision to grant injunctive relief is based on weighing its costs and benefits against those of awarding damages.
  3. Appellate courts review trial court decisions for injunctive relief under a deferential standard, acknowledging the trial judge’s discretion in balancing complex factors.

Relevant FAQs of this case

What factors make damages an insufficient remedy in contract breach cases?

Damages may be deemed insufficient when they cannot accurately compensate for the loss due to the unique value of the contract or when the harm is ongoing and incalculable. Additionally, damages are inadequate if they fail to provide a deterrent for future breaches or if there’s difficulty proving the extent of loss with certainty.

  • For example: A singer contracts exclusively with a venue for concerts, but the venue hosts another artist. Damages are hard to compute for loss of reputation and potential future gigs.

How do courts balance the interests affected by an injunction?

Courts balance interests by evaluating the relative hardship an injunction imposes on the parties involved. They consider public interest, the feasibility and fairness of enforcing the injunction, and whether it serves justice more effectively than monetary damages.

  • For example: A court may deny an injunction against a vital hospital expansion despite a neighboring property owner’s objection, viewing public health needs as paramount.

When is specific performance used as a remedy in contract disputes?

Specific performance is granted when monetary damages are insufficient due to the unique nature of the item or service contracted for, such as in cases involving real estate transactions, rare collectibles, or custom-made goods where substitutes are not readily available.

  • For example: A buyer contracts for a custom-built luxury car. If the manufacturer reneges, money can’t easily buy a comparable item; specific performance might be ordered.
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