Beruflich Dokumente
Kultur Dokumente
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IN THE THIRD JUDICIAL DISTRICT COURT IN AND FOR SALT LAKE COUNTY, STATE OF'UTAH BIAGGI'S RISTORANTE ITALIANO, LLC, an Illinois limited liability company,
Plaintiff,
VS.
COMPLAINT
(Tier 3)
INLAND SOUTH\ilEST MANAGEMENT LLC, a limited liability company; and INLAND \ilESTERN SALT LAKE CITY GATEWAY, L.L.C., a Delaware limited liability company,
Defendants.
Case No.
Honorable
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PARTIES. JURISDI
ON AND VENUE
1. 2.
of Utah.
ISM is a limited liabitity company conducting business in Salt Lake County, State
3. 4. 5. 6.
I$/SLC is a Delaware limited liability company that conducts business and owns
property in Salt Lake County, State of Utah. This Court has jurisdiction over the subject matter of this case pursuant to Utah
Venue is proper in this judicial district under Utah Code Ann. $$ 788-3-301 and
304 and pursuant to the terms of the contracts at issue. The relief sought in this Complaint qualifies as Tier 3 standard discovery pursuant
to Utah R. Civ. P.26(c) because Plaintiff seeks damages exceeding $300,000.00, in addition to injunctive relief.
GENERAL ALLEGATIONS
7. 8.
("Gateway"), a Utah limited liability partnership entered into that certain Lease (the "Lease"),
whereby Biaggi's agreed to lease certain commercial property located in the shopping center
commonly known as "the Gateway," located in Salt Lake City, Utah (the "Shopping Center").
g.
On May 4,2004, Biaggi's and Gateway entered into that certain First Amendment
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10. 1.
1
Defendants are Gateway's successors-in-interest under the Lease. On June 18, 2010, Biaggi's and Defendants entered into that certain Second
Amendment to Lease Agreement (the "second Amendment"). A copy of the Second Amendment is attached hereto as Exhibit B (the Lease, as that term is used hereafter, includes
modifications to the Lease contained in the First Amendment and the Second Amendment).
The Second Amendment, among other things, establishes that IWSLC is the
The Second Amendment also establishes that ISM is IWSLC's agent and the
featuring Italian cuisine ("Italian restaurant") in the Shopping Center. Pursuant to the terms of the Lease, Biaggi's pays Defendants a minimum annual
Biaggi's sales, revenues, and profits, among other things, are dependent on the
traffic flow at the Shopping Center and on its being the sole Italian restaurant at the Shopping
In order to ensure that Biaggi's was and remained the only operator of an Italian
predecessor-in-interest that Biaggi's would be the only ltalian restaurant in the Shopping Center.
18.
Exclusivity. Landlord will not lease, convey or grant its consent for the operation of any portion of the Project (other than the Premises and other than with respect
to restaurant uses under 3,000 square feed) or any land owned by Landlord or an affiliate adjacent to the Project, for use by any tenant, other than [Biaggi's]' for the operation of a full-service restaurant featuring Italian cuisine. Additionally, Landlord shall not lease, sell or permit the operation of any of the following
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restaurants: Maggiano's, Brio Tuscan Grille, Bravo Italian Kitchen, Carrabba's, Romano's Macaroni Grille, Il Foranaio, Olive Garden, Buca, Bertucci's, or Johnny Carino's or any restaurant using the wOrd "trattoria," "ristorante," "cuccina," or "Italinano" in its name, or other restaurants which are similar in cuisines or presentation.
19.
Groves
Center.
20. 2I.
LJG is a full-service restaurant featuring Italian cuisine and an Italian theme. According to the LJG website, the restaurant's owners were inspired to create
LJG restaurant concept while dining in Capri, Italy. LJG's owners have patterned their
restaurant-both in design and cuisine-on their Italian dining experience. The LJG website
describes the owners' inspiration as follows:
Our first inspiration for La Jolla Groves came to us, late one evening, while visiting the Isle of Capri. We found ourselves dining under the canopy of a lemon grove, drinking garden-fresh lemonade made from the very trees we sat under.
Upon returning home, we longed to again visit that magical place, enjoying the vibrant tastes and alluring atmosphere of Capri. It was then that we determined to create such a place of our own. We partnered with a world-class chef and started on the adventure of building La Jolla Groves. We worked tirelessly to achieve insanely good food using healthier ingredients, all at an affordable price. With our garden-fresh, wholesome food, kind staff & charming atmosphere among a grove of lemon trees, we've created a dining experience that transplants you to a starry night-out on the Isle of Capri.
See excerpt taken
22.
Italian cuisine such as tomato and fresh mozzarellacaprese, grilled summer tomato bruschetta,
chicken marsala, herb polenta, fusilli, ravioli, tortellini, and ltalian sodas, among others.
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23.
The Shopping Center directory located on the Shopping Center's website lists the
LJG restaurant as "coming soon." A copy of the Shopping Center directory, available at ht://www.shopthegateway.com/images/stories/pdfs/directory.pdf, is attached hereto as Exhibit D.
LJG's website also declares: "We are excited to announce that La Jolla Groves is
expanding! Location No. 2 is coming to the Gateway in Salt Lake City in Summer of 2012."
By permitting LJG to open in the Shopping Center, Defendants have breached its
obligations under the Lease. Permitting LJG to open its full-service Italian restaurant in the Shopping Center
and significantly interfere with Biaggi's sales, revenues
27.
Pursuant to Section 17.5 of the Lease, Biaggi's has given Defendants notice of
this breach, but Defendants have refused to comply with their obligation to prohibit any other tenant from operating a full-service restaurant featuring Italian cuisine.
28. 29.
attorneys' fees and costs incurred in enforcing its rights under the Lease. F'IRST CAUSE OF ACTION (Breach of Contract)
30. 31.
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amended, and are bound to comply with all obligations as "Landlord" under the Lease.
Biaggi's right to be the exclusive restaurant featuring Italian cuisine in the Shopping Center.
As a result of Defendants' conduct, Biaggi's has been and will continue to suffer
36. 37.
Additionally, Biaggi's is entitled to an award of attorneys' fees and costs for all
An actual controversy has arisen and now exists between Biaggi's and Defendants
Biaggi's has the right to terminate the Lease based on Defendants' material
ofthe Lease.
41. 42.
Defendants for any alleged damages from the termination of the Lease. pursuant to Utah Code Ann. $$ 7SB-6-401 and 404 and Utah R. Civ. P. 57,
Biaggi's is entitled to an order declaring: (1) Defendants are in breach of the Lease; (2) Biaggi's
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can properly terminate the Lease; and (3) Defendants are not entitled to any damages from
THIRD CAUSE OF ACTION (Breach of Covenant of Good Faith and Fair Dealing)
The Lease contained an implied covenant of good faith and fair dealing. The covenant of good faith and fair dealing requires that Defendants refrain from
arbitrary or uffeasonable conduct that has the effect of preventing Biaggi's from receiving the benefit of what it bargained for in the Lease.
46.
Center.
47
that Biaggi's would be the only full-service restaurant featuring Italian cuisine in the Shopping
As set forth herein, Defendants breached their duty of good faith and fair dealing
by permitting LJG to operate a full-service restaurant featuring Italian cuisine in the Shopping
Center.
48.
dealing, Biaggi's has been damaged in an amount to be proven at trial, but in an amount no less than $300,000.00, plus pre- and post-judgment interest.
49.
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50. 51.
obligations under the Lease. Defendants' violations and actions have and will cause irreparable harm to
Biaggi's and infringe upon valuable rights of Biaggi's by, among other things, damaging Biaggi's goodwill and relationships with its customers and potential customers.
same position as
if they
The requested injunction is not adverse to the public interest. Rather, the public
As alleged herein, there is a substantial likelihood that Biaggi's will prevail on the
merits of its claims or, at the very least, its claims present serious issues on the merits that should
be the subject of further litigation.
56.
injunctive relief restraining Defendants for the duration of the Lease from leasingarry portion of
the Shopping Center to any person or entity to operate a full-service restaurant featuring Italian cuisine, including but not limited LJG.
PRAYER
R RELIEF'
1.
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2.
For a declaration and order of the Court declaring: (1) Defendants are in breach of
the Lease; (2)Biaggi's can properly terminate the Lease; and (3) Defendants are not entitled to any damages from Biaggi's termination of the Lease;
3.
For damages for breach of the covenant of good faith and fair dealing in an
amount to be proven at trial, but in an amount no less than $300,000.00, plus pre- and post-
judgment interest;
4.
Defendants for the duration of the Lease from leasing any portion of the Shopping Center to any
person or entity to operate a full-service restaurant featuring Italian cuisine, including but not
limited LJG;
5.
and
For attorneys' fees, costs, and interest as allowed by law and applicable contracts;
6.
For any other relief the Court deems just and equitable under the circumstances.
12, 2012.
DATED: November
r Plaintiff
Bloomington,IL 61704
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