Reported / Citable
Background
Joe’s Crab Shack and Saltgrass, owners of adjoining restaurant parcels, executed a 2006 reciprocal easement agreement that restricted development on both properties. Section 3.3 required an owner to obtain the other owner’s prior written consent before relocating, constructing, or changing the footprint of buildings; consent could be withheld in the other owner’s good-faith business judgment.
Eastex later bought the Joe’s Crab Shack parcel and leased it to BJ’s Restaurants. BJ’s sought Saltgrass’s permission to demolish the closed Joe’s Crab Shack building and build a new restaurant. Saltgrass refused. Eastex sued for declarations permitting the project and for breach of contract, arguing that Saltgrass unreasonably withheld consent and failed to timely respond to BJ’s requests.
The Court’s Holding
Magistrate Judge Andrew M. Edison recommended denying Eastex’s partial-summary-judgment motion and granting Saltgrass summary judgment on all claims. The agreement unambiguously required Saltgrass’s express prior written consent for demolition and new construction, and Saltgrass never gave it.
The agreement’s 15-day deemed-consent provision applied only when a “requesting Owner” made the written request. BJ’s was not an owner, and the record contained no evidence that Eastex itself requested consent. Saltgrass therefore had no contractual duty to respond to BJ’s requests, and Eastex offered only conclusory assertions—not competent evidence—that Saltgrass failed to use good-faith business judgment.
Key Takeaways
- A reciprocal easement agreement may impose enforceable development restrictions beyond access, parking, and circulation rights.
- A deemed-approval clause requiring a request from an owner is not triggered by a tenant’s request.
- Conclusory claims of bad faith do not create a fact dispute at summary judgment.
Why It Matters
Commercial-property owners and tenants must follow contractual approval procedures precisely. Where an agreement identifies who must request consent, a tenant’s correspondence may not preserve the owner’s rights or trigger response deadlines.
The ruling also underscores that courts will enforce unambiguous land-use restrictions as written, including consent provisions that permit withholding approval in good-faith business judgment.