Toys, Inc. v. F.M. Burlington Company

Toys, Inc. (Toys) (plaintiffs) entered into a five-year lease agreement with F.M. Burlington Company (Burlington) (defendant) to rent retail space in Burlington’s mall. The agreement provided Toys an option to renew the lease term for an additional five years at the end of the original lease term. Additionally, upon renewal, a new rental amount would be “renegotiated to the then prevailing rate within the mall.” At the end of the fourth year, Toys timely provided Burlington with written notice of its intent to exercise the option and renew the space for another five years, called the “renewal period.” Shortly thereafter, Burlington provided Toys with the new rental amount Toys was required to pay. Toys responded that its renewal had been premised on a substantially different understanding of the prevailing rate. For nearly a year, the parties unsuccessfully attempted to negotiate a rent structure for the renewal period. Eventually, Burlington informed Toys that it was listing Toys’ space for lease to another company. Toys left the mall, found other retail space, and brought suit against Burlington for breach of contract. The trial court granted summary judgment in favor of Toys and held that the lease agreement had created a binding option enforceable against Burlington. Burlington appealed, arguing that the option was too indefinite. The Vermont Supreme Court granted certiorari to review.