West Pueblo Partners, LLC v. Stone Brewing Co., LLC

BACKGROUND

I. Facts The landlord, West Pueblo Partners, LLC (West Pueblo), is a four- member limited liability company that holds a single asset: the Borreo building (the building), located in downtown Napa. The tenant, Stone Brewing Co., LLC (Stone), is a large beer brewing and retail corporation that, among other things, operates restaurants known as “brewpubs.” Beginning in 2015, Stone began negotiating a lease (the lease) with West Pueblo to use the building for one of its new brewpubs. The lease was executed in May 2016, and provided that West Pueblo would deliver the building with certain improvements and that Stone would pay a base rent of $38,000 that would increase over the lease’s 20-year term. The lease further provided that, absent special permission, “the Premises shall be used for a full service restaurant and brewery to include the sale of malt beverages for both on and off premise consumption events as well as the sale of [Stone’s] merchandise . . . .” Among the provisions the parties negotiated in the lease was a force majeure provision. That provision states as follows: “FORCE MAJEURE. If either Party is delayed, interrupted or prevented from performing any of…