Landlord and tenant: Landlord’s suit against Dick’s Sporting Goods is dismissed

Where a commercial landlord failed to plead facts making it plausible that a tenant was in breach of a lease, its suit was dismissed.

Background

River Ridge Mall JV LLC alleges Dick’s Sporting Goods Inc., or DSG, breached the parties’ lease by paying “Substitute Rent” rather than “Minimum Rent” after River Ridge allegedly fulfilled the Deferred Co-Tenancy Requirement. River Ridge brings two claims against DSG in this case: (i) Count One, seeking a declaratory judgment and three declarations and (ii) Count Two, a breach of contract claim arguing DSG has materially breached the fully executed lease between the parties. DSG has filed a motion to dismiss.

Count One

River Ridge seeks a three-part declaration: (1) that River Ridge was “expressly authorized in Section 1.3 of the Lease to make the minor changes” reducing Ulta’s square footage; (2) that Ulta and Home Goods “satisfied the Deferred Co-Tenancy Requirement upon . . . opening” and (3) that “River Ridge is entitled to further relief directly arising from the controversy, including a monetary judgment.”

Each of these declarations, if given, would decide the breach of contract claim. River Ridge does not seek a “declaration of rights,” but rather attempts to have the court declare, in three different ways, that DSG has materially breached the lease. Since River Ridge requests declarations that are “determinative of issues,” the court grants DSG’s motion to dismiss Count One.

Count Two

DSG also seeks to dismiss Count Two as “it is undisputed” that River Ridge has failed to comply with the Deferred Co-Tenancy Requirement, since no “national or regional Required Tenant” occupies “at least sixteen thousand (16,000) square feet” of the Sears Redevelopment Area. The court agrees.

The lease provides, in part, that “one . . . Required Tenant” must “occupy . . . at least sixteen thousand (16,000) square feet” to satisfy the Deferred Co-Tenancy Requirement. In contrast, the lease plan, which is incorporated into the lease, indicates the Required Tenant could occupy “+/- 16,000” square feet. River Ridge heavily relies on the plus or minus symbol (+/-) to establish that both were “intentionally vague about the precise configuration,” requiring the denial of DSG’s motion to dismiss.

However, real estate and boundary descriptions often contain these types of symbols. Indeed, plus or minus symbols are considered to convey “slight or unimportant inaccuracy” that may arise during the construction process, and “such designation[s] have no legal value in determining boundaries.” Reading no additional meaning into the plus or minus symbol in the Lease Plan, the Court finds that the Lease cannot be interpreted in “two or more” ways. And since the Lease cannot be interpreted as such, it is not ambiguous under Virginia law.

As the Lease is not ambiguous, River Ridge has not alleged sufficient facts to show that DSG is in material breach of the Lease. The parties do not dispute that DSG continues to pay Substitute Rent. River Ridge, therefore, fails to state a claim for breach of contract as it has failed to allege DSG breached any obligation in the Lease. Further amendment would be futile, as no additional facts would assist River Ridge in establishing a breach of contract claim as to the Deferred Co-Tenant Requirement in the Lease. Therefore, the court grants DSG’s motion to dismiss Count Two with prejudice.

Defendant’s motion to dismiss granted.

River Ridge Mall JV LLC v. Dick’s Sporting Goods Inc., Case No. 6:25-cv-00018, Nov. 6, 2025. WDVA at Lynchburg (Moon). VLW 025-3-462. 8 pp.