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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND CROMWELL FIELD ASSOCIATES, LLLP v. THE MAY DEPARTMENT STORES COMPANY * * * * Civil No. JFM-99-3249 * * * ***** MEMORANDUM Plaintiff Cromwell Field Associates, LLLP ("Cromwell Field") has brought this contract action against defendant May Department Stores Company ("May"), which merged with the original guarantor of a lease between Cromwell Field's predecessor-in-interest and the Caldor Corporation ("Caldor"), the successor-in-interest to the original lessee. Cromwell Field has filed a motion for summary judgment for $88,759.66 in back rent and for declaratory relief. The motion will be granted. I. The essential facts of this case are not in dispute. On February 18, 1985, Cromwell Field's predecessor-in-interest, Cromwell Field Associates, LP, entered into a lease agreement with the original lessee, Caldor, Inc., for a retail department store in Glen Burnie, Maryland. The lease was for an initial term of twenty-five years commencing in May 1986 for an annual rent of $532,558 payable in monthly installments of $44,379.83 and renewable for two extension periods of ten years each. Associated Dry Goods Corporation ("ADG") executed a guaranty of the lease on behalf of Caldor, Inc., which was a wholly-owned subsidiary of ADG. In the following year, May acquired all of the stock of ADG, which was eventually merged into May with May as the surviving corporation. In

November 1989, May sold Caldor, Inc. and Caldor, Inc. became a wholly-owned subsidiary of Caldor Corporation. Soon after, Caldor Corporation succeeded to the interest of Caldor, Inc. under the lease. Then, in September 1995, Caldor and its affiliates filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. As of April 30, 1999, the Bankruptcy Court entered its order, under

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Maryland Law