Transmart
Transmart v. San Francisco Bay Area Rapid Transit Dist. CA1/5
Opinion
Opinion
Needham, J.
I. BACKGROUND
In 2008, real estate developer Alexis Wong (Wong) approached BART about a proposal to start a retail program in its train stations. The general concept was that Wong’s company, which eventually became TransMart, would lease space at
1 BART’s 43 stations, build kiosks, and sublease the kiosks to various retailers who would serve BART’s passengers. In 2011, BART and TransMart entered into an exclusive negotiating agreement. On June 11, 2013, BART and TransMart executed a Lease Option Agreement (LOA) giving TransMart the right to lease space at BART stations for a period of 30 years with options to extend if it met a number of conditions precedent. The LOA required that all conditions precedent be met before BART would be obligated to perform. The project included four phases, each with specific designated stations and with specified option exercise dates. The termination date of the LOA was June 10, 2016. Three of the conditions precedent are relevant to this appeal. First, TransMart needed to complete, and BART needed to approve, what the parties called Tier 1 and Tier 2 studies regarding the effect the proposed retail kiosks would have upon the stations. Tier 1…