Bonebrake: The predominant thrust of the agreement is Saks’ lease at The Newstate Mall. Common Law applies.
Offer §24: o Maller manifested his willingness to bargain when he opened a mall which needed anchor tenants, one of which was Saks Fifth Avenue (Saks), with whom Maller and his attorneys negotiated the contract to become one of the two anchor tenants in The Mall of Newstate.
Acceptance §50: o Saks mirrored Maller’s manifestation to assent when Saks and their lawyers negotiated with Maller to become one of the two anchor tenants in The Mall of Newstate, along with Nordstrom.
Consideration (suspenders) §71: o Maller promised to allow Saks to be one of the anchor tenants in the mall for an…show more content… §110. The contract was in writing, and the writing appears to be sufficient. Therefore, within the statute.
Good Faith: o If Maller and his legal team made the change to article 1 intentionally and not through inadvertence, they would be acting in bad faith. §205.
If Saks’ version of article 1 is the valid one, contractually Saks would not be obligated to rebuild quickly. If Maller’s version is valid, then Saks would be liable for “dragging their feet.” But if Maller’s team did not act in good faith when they changed article 1, Saks’ version would be the only valid one.
Maller could argue that he should not only receive damages from Saks for their anchor store, but also for the devastating effect Saks’ closure has on other stores. Because the evidence that Saks being an anchor tenant was not integrated into the contract, damages from the rest of the mall, such as co-tenancy clauses, would not be available. Regardless, if Maller’s version of article 1 is valid, it’s most likely that Maller would seek specific performance, forcing Sak’s to rebuild quickly rather than pay