Victoria’s Secret Stores, LLC vs. Herald Square Owner LLC

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

Issue on Appeal: Whether a commercial tenant may be excused from lease obligations, including rent payments, due to pandemic-related restrictions under doctrines such as frustration of purpose or impossibility.

RLC’s Position: The RLC argues that courts should enforce commercial lease agreements as written and resist expanding doctrines like frustration of purpose to excuse contractual obligations absent clear contractual language. Broad application of these doctrines would create uncertainty in commercial leasing, undermine negotiated risk allocation, and destabilize retail operations and real estate markets. Maintaining predictable enforcement of contracts is essential for retailers making long-term investment and operational decisions.

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.