1 FILED

2023 MAY 15 02:39 PM

2 KING COUNTY
SUPERIOR COURT CLERK
3 E-FILED
CASE #: 23-2-08781-0 KNT
4

8 SUPERIOR COURT OF WASHINGTON

9 IN AND FOR KING COUNTY

10 CPT THE LANDING, LLC, a Delaware No.

limited liability company,
11 COMPLAINT FOR:
Plaintiff, (1) BREACH OF CONTRACT; AND
12 (2) BREACH OF GUARANTY
v.
13

14 AMAZON RETAIL LLC, a Delaware limited

liability company; AMAZON.COM, INC., a
15 Delaware corporation,
16 Defendants.
17 Plaintiff CPT THE LANDING, LLC, by and through its undersigned attorneys of record
18 states and alleges as follows:
19 INTRODUCTION
20 1. This case arises from a commercial tenant’s unfounded and improper attempt to
21 terminate a long-term lease of approximately 40,000 square feet of retail space for the operation
22 of an Amazon Fresh supermarket. Defendant AMAZON RETAIL LLC (“Tenant”) attempted to
23 terminate its lease based on purported failures of contractual conditions despite that (1) Tenant did
24 not make commercially reasonable or good faith efforts to satisfy one of those conditions, as
25 expressly required by the lease, and (2) the landlord, Plaintiff CPT THE LANDING, LLC, satisfied
26 the other condition relied upon by Tenant in the manner specifically requested by Tenant. Tenant

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SEATTLE, WASHINGTON 98104
(206) 622-2000
 1 attempted to terminate the lease in bad faith, and on false grounds that were purely pretextual, in
2 order to avoid its obligations under the lease. Tenant is in breach of the lease and is liable to
3 Plaintiff for all out-of-pocket costs it incurred to perform its obligations under the lease and for all
4 other sums Tenant owes under the lease.
5 2. It is well documented in public media that the Amazon organization is seeking to
6 reduce operations and avoid legal commitments in order to cut costs. Tenant’s assertion of purely
7 pretextual grounds to terminate its lease commitment here – knowing full well it was acting
8 without legitimate justification and that Plaintiff had incurred substantial costs in reliance on
9 Tenant’s commitment – is consistent with Tenant’s publicly acknowledged business strategy.
10 PARTIES
11 3. Plaintiff CPT THE LANDING, LLC (“Plaintiff” or “Landlord”) is and at all
12 relevant times was a Delaware limited liability company with its principal place of business in
13 Boston, Massachusetts, and is qualified to do business in Washington. Plaintiff is the lawful owner
14 of certain real property, a shopping center commonly known as The Landing, located in Renton,
15 Washington (the “Shopping Center”).
16 4. Defendant AMAZON RETAIL LLC (“Amazon” or “Tenant”) is and at all relevant
17 times has been a Delaware limited liability company with its principal place of business in the state
18 of Washington.
19 5. Defendant AMAZON.COM, INC. (“Guarantor”) is and at all relevant times has
20 been a Delaware corporation with its principal place of business in Seattle, Washington. Tenant
21 and Guarantor are collectively referred to herein as “Defendants.”
22 JURISDICTION AND VENUE
23 6. This court has personal jurisdiction over Defendants because Defendants’ principal
24 place of business is located in, and Defendants are doing business in, the State of Washington.
25 7. Venue is proper in King County under RCW 4.12.020 because Defendants’
26 principal place of business is located in King County, and the subject of this action arose in King

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 1 County where the Shopping Center is located. In addition, the parties’ agreement includes a forum
2 selection clause that requires disputes to be resolved in the courts located in the county in which
3 the Shopping Center is located, King County.
4 FACTUAL ALLEGATIONS
5 8. On or about December 21, 2021, Landlord and Tenant entered into a written Lease,
6 effective December 17, 2021 (the “Lease”), pursuant to which Tenant agreed to lease
7 approximately 40,000 square feet of retail space within the Shopping Center located at 915 N.
8 Landing Way, Renton WA 98057 (the “Demised Premises”), for the purpose of operating a
9 grocery store, food market or supermarket under the trade name Amazon Fresh or Whole Foods
10 Market.
11 9. On or about December 17, 2021, concurrently with Tenant’s execution of the Lease,
12 Guarantor provided Landlord with a Limited Parent Guaranty, pursuant to which Guarantor
13 unconditionally and absolutely guaranteed Tenant’s performance when due and owing of all
14 payment obligations under the Lease.
15 10. Sections 1.1.3 and 3.1 of the Lease provide that the Original Term of the Lease
16 shall be fifteen (15) years.
17 11. In exchange for the right to occupy the Demised Premises, the Lease provides that
18 Tenant shall pay Landlord Base Rent, payable in advance in equal monthly installments on the
19 first day of each month throughout the term of the Lease. The Lease also requires Tenant to pay
20 for other charges, including without limitation for real estate taxes and common area expenses, all
21 of which are defined as Additional Rent and are deemed to be rent for all purposes under the Lease.
22 12. Section 6.1.1 of the Lease provides that Landlord shall, at its sole cost and expense,
23 perform substantial works of improvement to the Demised Premises and surrounding areas in
24 anticipation of and in reliance upon Defendants fully performing their obligations under the Lease.
25 That work includes without limitation: demolition of past tenant improvements within the Demised
26 Premises; installation of utilities into the Demised Premises with related equipment; installation of

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 1 fire safety equipment; providing an approved floor slab with floor penetrations; providing ceiling
2 structural support, installation of new or modified demising walls; installing two elevators;
3 modification of the store front; installation of roof skylights; improvements to the loading dock;
4 resurfacing of the parking lot with conduits for electrical vehicle charging stations; installation of
5 new exterior lighting; and providing pylon and/or monument signs (collectively, “Landlord’s
6 Work”).
7 13. Section 16.1.6 of the Lease provides that as a condition to Tenant’s obligations
8 under the Lease, Tenant shall be satisfied as to Tenant’s ability to obtain: (i) applicable use permits
9 for the Demised Premises, (ii) licenses and permits for the sale of alcoholic beverages for off-site
10 consumption, (iii) Tenant’s Building Permits (for tenant improvements), and (iv) any other
11 required agency approvals.
12 14. Section 16.1.9 of the Lease provides that as a condition to Tenant’s obligations
13 under the Lease, Landlord shall have provided a waiver from a neighboring tenant in the Shopping
14 Center, a Marshalls department store, consenting to the proposed use of the Demised Premises by
15 Tenant, and waiving any objection thereto.
16 15. Section 16.2 of the Lease provides that Tenant shall use commercially reasonable
17 efforts in good faith to satisfy or assist Landlord in satisfying, as applicable, all of the conditions
18 set forth in Section 16.1, including Sections 16.1.6 and 16.1.9.
19 16. On or about November 14, 2022, Tenant sent Landlord a letter in which it purported
20 to terminate the Lease, effective immediately. Tenant asserted two grounds for the purported
21 termination. First, Tenant contended that it was not satisfied as to its ability to obtain the permits
22 and approvals referenced in Section 16.1.6 of the Lease. Tenant did not identify any specific
23 permits or approvals it had determined it would be unable to obtain, nor did Tenant provide any
24 detail supporting its determination. Second, Tenant contended that Landlord had not provided the
25 waiver required by Section 16.1.9.
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 1 17. Landlord is informed and believes, and on that basis alleges, that Tenant purported
2 to terminate the Lease in bad faith, based on pretextual grounds that are unsupported by the facts.
3 All of Tenant’s asserted grounds were false and contrived, and Tenant asserted them for the
4 purpose of effectuating its publicly acknowledged strategy of slowing growth of its grocery
5 operations and avoiding its binding legal commitments relating to its grocery operations.
6 18. First, Landlord is informed and believes, and on that basis alleges, that Tenant did
7 not make commercially reasonable and good faith efforts to obtain the permits and approvals
8 referenced in Section 16.1.6 of the Lease.
9 19. Second, Landlord has performed all conditions, covenants and promises on its part
10 to be performed in accordance with the terms and conditions of the Lease, including without
11 limitation Section 16.1.9 of the Lease, except those conditions, covenants and promises the
12 performance of which is excused or prevented by reason of waiver, estoppel, agreement and/or
13 Tenant’s repudiation and/or breach of the Lease as alleged herein.
14 20. Among other things, Landlord incurred more than $2.1 million in costs in
15 connection with making improvements to the Demised Premises, including Landlord’s Work, in
16 accordance with the Lease.
17 21. Based on the facts alleged above, Tenant’s purported termination of the Lease was
18 unfounded, improper, and invalid. Landlord rejected Tenant’s purported termination of the Lease,
19 and demanded that Tenant retract the termination. Tenant has failed and refused to retract its
20 improper termination and has failed and refused to honor its obligations under the Lease. As a
21 result, Tenant is in breach of the Lease and all of Tenant’s payment obligations under the Lease
22 are immediately due and owing.
23 22. On April 6, 2023, Landlord demanded in writing that Tenant pay all sums due under
24 the Lease. Tenant rejected the demand. Tenant has failed and refused to satisfy Landlord’s demand.
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 1 23. On April 18, 2023, Landlord demanded in writing that Guarantor pay all sums owed
2 by Tenant under the Lease. Guarantor rejected the demand. Guarantor has failed and refused to
3 satisfy Landlord’s demand. As a result, Guarantor is in breach of the Limited Parent Guaranty.
4 24. Defendants responded to Landlord’s demands by rejecting Landlord’s demands for
5 payment, falsely insisting that Tenant had valid grounds to terminate the Lease, and declaring that
6 the Lease is terminated. Tenant’s repudiation and termination of the Lease excuses Landlord’s
7 further performance under the Lease and renders Tenant responsible for all damages for full breach
8 of the Lease.
9 25. As a direct, proximate and legal result of Tenant’s improper termination of the
10 Lease, and Defendants’ breaches, Landlord has suffered and will suffer actual, compensatory,
11 incidental and consequential damages resulting from lost rental income and other benefits under
12 the Lease. Landlord has suffered or will suffer damages in an amount to be determined at trial, but
13 in the amount of no less than $14 million.
14 26. Section 10.6 of the Lease provides that in the event of litigation between the parties
15 concerning the Lease, the Demised Premises, or the rights and duties of either in relation thereto,
16 the prevailing party shall be entitled to recover its attorneys’ fees.
17 FIRST CAUSE OF ACTION
18 (Breach of Contract against Tenant)
19 27. Landlord realleges and incorporates by reference Paragraphs 1 through 26
20 inclusive, as though fully set forth herein.
21 28. Landlord and Tenant are parties to the Lease, a binding and enforceable written
22 agreement.
23 29. Landlord has performed all conditions, covenants and promises on its part to be
24 performed in accordance with the terms and conditions of the Lease, except those conditions,
25 covenants and promises the performance of which is excused or prevented by reason of Tenant’s
26 repudiation and/or breach of the Lease as alleged herein.

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 1 30. Tenant breached the Lease by repudiating its obligations under the Lease and
2 failing and refusing to perform its obligations under the Lease. Tenant is in breach of the Lease
3 and all of Tenant’s payment obligations under the Lease are immediately due and owing.
4 31. As a direct and proximate result of Tenant’s breach of the Lease, Landlord has
5 suffered and will suffer damages in an amount subject to proof and in excess of the jurisdictional
6 minimum of this court.
7 32. In addition, Landlord is entitled to recover its reasonable attorneys’ fees from
8 Tenant pursuant to the Lease.
9 SECOND CAUSE OF ACTION
10 (Breach of Guaranty against Guarantor)
11 33. Landlord realleges and incorporates by reference Paragraphs 1 through 32
12 inclusive, as though fully set forth herein.
13 34. Concurrently with Tenant’s execution of the Lease, the Guarantor provided
14 Landlord with a Limited Parent Guaranty, pursuant to which Guarantor unconditionally and
15 absolutely guaranteed Tenant’s performance when due and owing of all payment obligations under
16 the Lease.
17 35. Landlord has performed all conditions, covenants and promises on its part to be
18 performed in accordance with the terms and conditions of the Lease, except those conditions,
19 covenants and promises the performance of which is excused or prevented by reason of Tenant’s
20 repudiation and/or breach of the Lease as alleged herein.
21 36. Tenant breached the Lease by repudiating its obligations under the Lease and
22 failing and refusing to perform its obligations under the Lease. All of Tenant’s payment obligations
23 under the Lease are immediately due and owing.
24 37. Landlord demanded in writing that Guarantor pay all sums due and owing by
25 Tenant under the Lease.
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 1 38. Guarantor has failed and refused to satisfy Tenant’s payment obligations under the
2 Lease, as required by the Guaranty.
3 39. As a direct and proximate result, Landlord has suffered and will suffer damages in
4 an amount subject to proof and in excess of the jurisdictional minimum of this court.
5 40. In addition, Landlord is entitled to recover its reasonable attorneys’ fees from
6 Guarantor pursuant to the Lease.
7 PRAYER FOR RELIEF
8 WHEREFORE, Plaintiff prays that judgment be entered in its favor and against Defendants
9 as follows:
10 1. For actual, compensatory, special and incidental damages in an amount to be
11 determined at trial, but in an amount of no less than $14 million;
12 2. For attorney’s fees as provided by contract;
13 3. For costs of suit herein; and
14 4. For such other and further relief as the Court deems just and proper.
15 DATED this 15th day of May, 2023.
16 BYRNES KELLER CROMWELL LLP
17
By /s/ Paul R. Taylor
18 Paul R. Taylor, WSBA #14851
Joshua B. Selig, WSBA #39628
19 1000 Second Avenue, 38th Floor
Seattle, Washington 98104
20 Telephone: (206) 622-2000
Email: ptaylor@byrneskeller.com
21 Email: jselig@byrneskeller.com

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 1
HODEL WILKS LLP
2
By: /s/ Fred L. Wilks
3 Fred L. Wilks*
Matthew A. Hodel*
4 4 Park Plaza, Suite 640
Irvine, CA 92614
5 P: (949) 450-4470
Email: fwilks@hodelwilks.com
6 Email: mhodel@hodelwilks.com

7 *Motion for Limited Admission Pursuant to APR

8(B) forthcoming
8 Attorneys for Plaintiff CPT The Landing, LLC
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