Sun Drug Co. v. West Penn Realty Co.

Opinion in Support of Oedees by

Me. Justice Roberts:

I believe that these contractual provisions are not restrictive covenants which must be strictly construed. As I said in my dissent in Great A. & P. Co. v. Bailey, 421 Pa. 540, 547, 220 A. 2d 1, 4 (1966):

“It should be noted that we are not here faced with a challenge to the validity of the covenant. It is recognized and accepted that such covenants are valid and enforceable in this Commonwealth so long as they do not result in an unreasonable restraint of trade. See Hoffman v. Rittenhouse, 413 Pa. 587, 198 A. 2d 543 (1964) ; Cleaver v. Lenhart, 182 Pa. 285, 37 Atl. 811 (1897). There is no contention or suggestion that the present covenant, even if interpreted as urged by A & P, would work such an unreasonable restraint; the present restriction cannot be said to be greater than is required for the protection of the one for whose bene*456fit it was imposed or to cause an undue hardship upon the person restricted. See Restatement, Contracts, §515 (1932); cf. Harris Calorific Co. v. Marra, 345 Pa. 464, 29 A. 2d 64 (1942). Thus the sole issue before this Court is whether the covenant was intended by the parties and should be construed to bind after acquired property adjacent to and made part of the shopping center.

“In considering the proper approach to the construction of a restrictive covenant in a commercial context, it is increasingly recognized that ‘parties are entitled to a degree of freedom in contracting to protect their own economic interests and that [the] controlled development of a given business center may be desirable____’” 421 Pa. at 549-50, 220 A. 2d at 5.1

Peeling as I do that we should not construe lease provisions such as the instant one with any unusual parsimony, I believe that Sun is entitled to protection from Sterling’s competition in two of the three instances now present before this Court. In construing these leases, the touchstones of interpretation ought to be the similarity of the businesses from the point of view of the consumers and the extent to which customary business practice would consider the two operations to be coextensive. Using these standards, I think it clear that the provisions of the North Hills Village lease and the Eastland Shopping Center lease were meant to and do exclude competition from an operation such as Sterling’s.

The North Hills lease provides that the lessor shall not lease any of its other stores “for use as a drug store, with or without a prescription department,” and the evidence is that the products which Sterling’s North Hills store handles account for at least three-quarters *457of Sun’s North Hills store’s business. I am at a loss to understand what type of business could more accurately be termed a “drug store without a prescription department.” Further, I do not believe that the next sentence in the North Hills lease—allowing other tenants to carry “many” of the same products carried by Sun—eviscerates the clear meaning of the restriction. gun clearly intended to permit some overlapping in the sale of its items, but I cannot believe that the ends of justice are served by reading the clause so as to nullify the protection sought by and given to Sun in the preceding sentence.

The Eastland Shopping Center lease provides that no other store may be used as “a drug store or a proprietary medicine store,” and the evidence demonstrated that Sterling’s Eastland store sold products which accounted for two-thirds of the Eastland Sun’s sales. I again fail to see how Sun could more clearly be protected. I also note that my brethren’s diversionary discussion of the possibility of shifting definitions of what a “drug store” is and of the virtues of free trade does not really answer the question whether Sun’s Eastland lease protected it against Sterling’s competition. I, too, am in favor of free trade and I, too, believe that shifting definitions might, in some contexts, be a problem 2 but I do not see how either issue is relevant in this case. No one has asserted that Sun’s business has changed substantially since this lease was written, and there is no doubt that this restriction is not an illegal restraint on trade. I would encourage my colleagues to eschew obfuscation and face the issues involved.

*458The Banksville lease presents a more difficult problem. That lease provides that no property is to be leased to a store engaged in a “retail drug business such as that of [Sun],” and the evidence is that only forty-one per cent of Sun’s Banksville sales is from products which Sterling’s Banksville store also carries. I feel that Sun probably intended to insulate itself from the competition of a store such as Sterling’s, but I agree with the majority that this lease provision is too ambiguous to support such a conclusion. At the very most, this lease provision covers only situations in which more than fifty per cent of Sun’s sales is derived from products similar to those carried by the competing establishment.

I would reverse the decree as to the Banksville store and affirm as to the two others.

Mr. Chief Justice Bell joins in this opinion.

Note, Restrictive Covenants in Shopping Center Leases, 34 N. Y. U. L. Rev. 940 (1959).

Of course, this problem could be taken care of by simply defining Sun’s business for the purposes of interpreting the restriction as that which they conducted at the time the lease was written.