The Gap, Inc. vs. 44-45 Broadway Leasing Co., LLC

Court: Supreme Court of the State of New York, Appellate Division

Date: 2023

Issue on Appeal: Whether commercial lease provisions—particularly those related to rent obligations during business disruptions—should be enforced as written, including in the context of pandemic-related closures.

RLC’s Position: The RLC argues that courts should enforce commercial lease agreements according to their plain terms to preserve certainty and predictability in contractual relationships. Allowing tenants to avoid rent obligations based on unforeseen events, absent clear contractual provisions, would undermine negotiated agreements, destabilize commercial real estate markets, and create significant uncertainty for retailers and property owners alike. The RLC emphasizes that consistent enforcement of contracts is critical to maintaining reliable business operations and long-term investment across the retail sector.

Other Amici: Chamber of Commerce of the United States and other business organizations.

Counsel: Counsel from national appellate and commercial litigation practices representing amici curiae.