J.L.E.T. Enterprises, LLC

UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
www.flmb.uscourts.gov
In Re:
Case No. 8:26-bk-00405-LER
J.L.E.T. ENTERPRISES, LLC, 	Chapter 11
Debtor.
/
MEMORANDUM OPINION AND ORDER GRANTING
DEBTOR J.L.E.T. ENTERPRISES, LLC’S MOTION TO ASSUME
UNEXPIRED LEASE OF NONRESIDENTIAL REAL PROPERTY
ON A FINAL OR, ALTERNATIVELY, INTERIM AND FINAL BASIS
Before the Court is Debtor J.L.E.T. Enterprises, LLC’s Motion to Assume
Unexpired Lease of Nonresidential Real Property on a Final or, Alternatively,
Interim and Final Basis (“Motion to Assume”).1 J.L.E.T. Enterprises, LLC
(“Debtor”) seeks approval under § 365 of the Bankruptcy Code2 to assume its
lease (“Lease”) with 93 FLRPT, LLC (the “Lessor”) for the use and possession
1 Doc. No. 61.
2 11 U.S.C. § 101 - 1532 (the “Bankruptcy Code” or the “Code”). Unless otherwise indicated,
all statutory references are to the Bankruptcy Code.
ORDERED.
Dated: August 28, 2026
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of the premises located in The Shoppes at UTC, a shopping center in University
Park, Florida (the “Leased Premises”).3
The Lessor objects to the Debtor assuming the Lease.4 It argues the
Lease requires the Debtor to operate a “Three Dog Bakery” franchise.5 And the
Debtor is now operating under the name “Lucy’s Dog Bakery & Spa.”6 Thus,
the Lessor argues, the Debtor is unable to cure all nonmonetary defaults as
required by § 365(b)(1)(A).7
The Court held a hearing on the Motion to Assume on August 5, 2026.8
At the conclusion of the hearing, the Court directed the Debtor and the Lessor
to file any supplemental argument or caselaw by August 7, 2026, following
which the Court would consider the matter.9
For the following reasons, the Court concludes that the Debtor can cure
all material defaults on assumption and therefore meets the requirements of
§ 365 	to 	assume 	the 	Lease. 	These 	are 	the 	Court’s 	findings 	of 	fact 	and
3 Doc. No. 61.
4 See generally Doc. No. 68.
5 Id.
6 See Declaration of Mark Chait in Support of Objection to Debtor’s Motion to Assume
Unexpired Lease ¶ 2 (Doc. No. 96-1).
7 See Doc. No. 68, at 3-4 (arguing the Debtor “cannot satisfy the prerequisites of assumption”
because “the Debtor is unable to comply with the Lease’s use covenant requiring the Debtor
to operate a franchise”).
8 Doc. No. 95.
9 On August 7, 2026, the Debtor filed the Debtor J.L.E.T. Enterprises, LLC’s Supplement to
Motion 	to Assume 	Unexpired 	Lease 	of 	Nonresidential 	Real 	Property on 	a 	Final 	or,
Alternatively, Interim and Final Basis (Doc. No. 97). On the same date, the Lessor filed
93 FLRPT, LLC’s Supplemental Memorandum of Law in Support of Objection to Debtor’s
Motion to Assume Unexpired Lease (Doc. No. 96).
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conclusions of law under Federal Rule of Bankruptcy Procedure 7052, made
applicable 	to 	this 	contested 	matter 	by 	Federal 	Rules 	of 	Bankruptcy
Procedure 4001 and 9014.
I. Background
The Debtor is a Florida limited liability company specializing in “the sale
of premium pet food, treats, and accessories, while offering professional pet
grooming services.”10 Prior to bankruptcy, the Debtor operated at two locations
under the trade name “Three Dog Bakery” pursuant to its franchise agreement
(the 	“Franchise 	Agreement”)11 	with 	Three 	Dog 	Bakery, 	LLC 	(the
“Franchisor”).12
The Debtor and the Lessor executed the Lease on February 8, 2017.13
The Lease grants the Debtor use of the Leased Premises for a term of five years
with an option for a five-year extension.14 In 2022, the Debtor exercised its
option to extend the Lease, which now expires on May 31, 2027.15 The Lessor
“will not, under any circumstances, renew or extend the Debtor’s lease beyond
its current term.”16
10 Case Management Summary, (Doc. No. 13 ¶ 1).
11 Franchise Agreement (Doc. No. 34-1).
12 Id. ¶ 2.
13 Lease (Doc. No. 68-1).
14 Id. 25.
15 Declaration of Mark Chait, (Doc. No. 96-1 ¶ 7).
16 Id.
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The Debtor’s financial difficulties arose from its efforts to expand its
business.17 In August 2024, the Debtor opened a second location (the “Osprey
Premises”). 18 But that location proved unsuccessful: “[a] general lack of foot
traffic and signage, compounded by a hurricane, rendered the Osprey Premises
undesirable and unprofitable for the Debtor.”19 The Debtor thereafter faced
litigation seeking accelerated rent under the lease for the Osprey Premises, as
well as disputed franchise fees.20 In response to those financial pressures, the
Debtor commenced this chapter 11 case on January 15, 2026.21
Early in the case, the Debtor obtained authority to reject the Franchise
Agreement.22 Then, when the Franchisor sought reconsideration, the Debtor
negotiated a settlement to “release the Debtor and its principals from any
further liability related to the Franchise Agreement.”23 The Court approved
the settlement on August 12, 2026.24
Relieved 	of 	this 	obligation, 	the 	Debtor 	proposes 	to 	emerge 	from
bankruptcy pursuant to a plan of reorganization funded by operations at the
Leased Premises.25 To that end, the Debtor asserts it is entitled to assume the
17 Case Management Summary (Doc. No. 13 ¶¶ 5-7).
18 The lease for the second location was executed on August 28, 2024. See generally Agreed
Motion to Reject Unexpired Lease of Nonresidential Real Property (Doc. No. 49).
19 Doc. No. 13 ¶ 7.
20 Id. ¶¶ 7-9.
21 Id. ¶ 9.
22 Doc. No. 48.
23 Doc. No. 87 ¶ 11.
24 Doc. No. 98.
25 See generally J.L.E.T. Enterprises, LLC’s Plan of Reorganization (Doc. No. 54).
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Lease because it fulfilled its obligations under the Lease prior to filing for
bankruptcy relief and the only amounts arguably due are some $500 in fees.26
And, since the petition date, the Debtor has paid all amounts due under the
Lease.27 Under these circumstances, the parties do not dispute that the Debtor
can cure any monetary default and provide adequate assurance of future
performance, as required by § 365(b). Their disagreement lies elsewhere.
The Lessor objects to the assumption of the Lease on three grounds.
First, it contends that the Debtor’s rejection of the Franchise Agreement
constitutes an incurable default under the Lease.28 Second, it asserts that the
Debtor violated Section 47 of the Lease by installing or maintaining signage
without the Lessor’s required approval.29 Third, the Lessor maintains that
operation 	of 	an 	independent 	store 	at 	the 	Leased 	Premises 	would 	be
incompatible with its leasing strategy for the Shoppes at University Town
Center 	(the 	“Shopping 	Center”), 	which 	it 	characterizes 	as 	being
predominantly occupied by nationally and regionally recognized retailers.30
26 Doc. No. 61. See also Claim No. 6 (confirming Lessor’s pre-petition claim consists of late
fee totaling $475.73; an administrative “stub rent” claim of $4.18; and unliquidated rejection
damages).
27 See id. ¶ 10 (“Since the Petition Date, the Debtor has timely fulfilled all monetary
obligations under the Lease as and when they accrued”).
28 Doc. No. 68 ¶¶ 7 & 8.
29 Doc. No. 96-1 ¶ 6
30 Id. ¶¶ 3-6.
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The Debtor responds that it can satisfy § 365’s requirements by curing
any nonmonetary defaults upon assumption. In its view, the Lease requires
only that it continues to operate the same type of business, i.e., a premium pet
food and pet grooming boutique.31
II. Legal Standard for Assuming an Unexpired Lease
Section 365(a) authorizes a debtor, with court approval, to assume an
unexpired lease.32 Where the debtor is in default under the lease, however,
§ 365(b)(1) permits assumption only if the debtor: (1) cures the default or
provides adequate assurance of a prompt cure; (2) compensates the nondebtor
party for any actual pecuniary loss resulting from the default, or provides
adequate 	assurance 	of 	prompt 	compensation; 	and 	(3) 	provides 	adequate
assurance of future performance under the lease.33
When the asserted default arises from the debtor’s failure to operate in
conformity with a lease of nonresidential real property, § 365(b)(1)(A) requires
cure “by performance at and after the time of assumption in accordance with
such lease.”34 For a lease of space in a shopping center, § 365(b)(3) requires
adequate assurance that assumption will remain subject to all lease provisions
31 Doc. No. 97 ¶¶ 5-7.
32 11 U.S.C. § 365(a). See also In re Chapin Revenue Cycle Mgmt., LLC, 343 B.R. 728, 730
(Bankr. M.D. Fla. 2006).
33 11 U.S.C. § 365(b)(1)(A)-(C).
34 11 U.S.C. § 365(b)(1)(A). See also In re Patriot Place, Ltd., 486 B.R. 773, 797 (Bankr. W.D.
Tex. 2013) (explaining that 11 U.S.C. § 365(b)(1)(A) requires cure of nonmonetary default at
assumption but excuses previous uncurable nonmonetary defaults).
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and will not disrupt the shopping center’s tenant mix or balance.35 But courts
generally 	do 	not 	treat 	every 	nonmonetary 	breach 	as 	an 	impediment 	to
assumption. Rather, a nonmonetary default warrants cure—or, if incurable,
may 	bar 	assumption—only 	where 	the 	breach 	is 	material 	or 	has 	caused
substantial economic detriment to the nondebtor party.36
III. Analysis
Here, the Debtor seeks to assume the Lease governing the premises from
which it conducts its business.37 There are no material monetary defaults
under the Lease, and the parties do not dispute the Debtor’s ability to provide
adequate assurance of future payment performance.38 The remaining issues
are therefore limited to the asserted nonmonetary defaults: whether the
Debtor can provide adequate assurance that its post-assumption operations
35 See generally 3 COLLIER ON BANKRUPTCY ¶ 365.06 [5] (16th ed. 2026). See also Trak Auto
Corp. v. W. Town Ctr. LLC (In re Trak Auto Corp.), 367 F.3d 237, 244 (4th Cir. 2004)
(acknowledging that the purpose of § 365(b)(3)(C) “is to preserve the landlord's bargained-for
protections with respect to premises use and other matters that are spelled out in the lease
with the debtor-tenant”); In re Toys "R" Us, Inc., 587 B.R. 304, 309 (Bankr. E.D. Va. 2018)
(same).
36 See generally 3 COLLIER ON BANKRUPTCY ¶ 365.06 [3](c) (16th ed. 2026). In re Chapin
Revenue Cycle Management, LLC, 343 B.R. at 731 (allowing assumption where there was a
default but was not material and no substantial economic detriment). See also In re IYS
Ventures, LLC, 659 B.R. 308, 330–31 (Bankr. N.D. Ill. 2024) (court would not require rejection
where no evidence alleged noncurable, nonmonetary defaults were material or caused
substantial economic detriment); In re New Breed Realty Enters., Inc., 278 B.R. 314, 321
(Bankr. E.D.N.Y. 2002), citing In re Joshua Slocum Ltd., 922 F.2d 1081, 1092 (3d Cir. 1990)
(“Where the default is non-monetary and is not curable, the debtor is precluded from
assuming an executory contract only if the default was material or if the default caused
‘substantial economic detriment’”).
37 See generally Doc. No. 61.
38 See Doc. No. 68 (asserting only a $479.91 cure claim).
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will comply with the use provisions of the Lease, as § 365(b)(3)(C) requires, and
whether it can provide adequate assurance that assumption will not disrupt
the Shopping Center’s tenant mix or balance, as § 365(b)(3)(D) requires.39
A. 	Debtor’s Rejection of the Franchise Agreement is Not a
Material Default Under the Lease’s Plain Terms
Section 365(b)(3)(C) requires a debtor seeking to assume a shopping-
center 	lease 	to 	provide 	adequate 	assurance 	that 	its 	post-assumption
performance will remain subject to all provisions of the lease, including use
restrictions and exclusivity provisions.40 The Lessor’s principal objection is
that the Debtor cannot satisfy that requirement because it no longer operates
the premises as a franchised Three Dog Bakery.41
The 	Lessor 	contends 	that 	the 	Debtor’s 	rejection 	of 	the 	Franchise
Agreement gives rise to an incurable default under Section 2 of the Lease,
which contains the Lease’s use covenant.42 According to the Lessor, the Lease
and 	the 	Franchise 	Agreement 	between 	the 	Debtor 	and 	the 	Franchisor
constitute an integrated transaction. On that premise, the Lessor reads Section
2’s requirement that the premises be operated as “a Three Dog Bakery” to
require the Debtor to operate a franchised Three Dog Bakery at the Leased
39 Id. ¶¶ 6-8.
40 11 U.S.C. § 365(b)(3)(C).
41 Doc. No. 96 ¶ 3-4.
42 Doc. No. 68 ¶ 9.
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Premises.43 The Lessor thus argues that, because the Debtor has rejected the
Franchise Agreement, it cannot cure the alleged default and may not assume
the Lease.44
The Lessor acknowledges that the Lease is unambiguous.45 The Court
therefore construes the Lease under Florida law and settled principles of
contract interpretation.46 Where, as here, an agreement is clear, complete, and
unambiguous, the Court need not resort to judicial construction or extrinsic
evidence; it must enforce the agreement according to its plain terms.47 The
parties’ intent is determined from the four corners of the agreement,48 and “the
legal effect of its provisions should be determined from the words of the entire
contract.”49
43 Id. ¶ 8.
44 Doc. No. 96 ¶ 6.
45 Doc. No. 96 ¶ 7 (The Lessor objects to the Court’s consideration of any parol evidence to
vary, contradict, or modify the unambiguous terms of the use restriction set forth in sections
2 and 3 of the Lease. See Prime Homes, Inc. v. Pine Lake, LLC, 84 So. 3d 1147, 1152 (Fla. 4th
DCA 2012) (“Parol evidence is inadmissible to contradict, vary, or modify terms which are
unambiguously contained within a written agreement.”)
46 Sunshine Gasoline Distributors, Inc. v. Biscayne Enters., Inc., 139 So. 3d 978, 980 (Fla. 3d
DCA 2014).
47 Jenkins v. Eckerd Corp., 913 So. 2d 43, 50 (Fla. 1st DCA 2005).
48 Crawford v. Barker, 64 So. 3d 1246, 1255 (Fla. 2011).
49 Michael Anthony Co. v. Palm Springs Townhomes, 174 So. 3d 428, 432 (Fla. 4th DCA 2015)
(quoting Khosrow Maleki, P.A. v. M.A. Hajianpour, M.D., P.A., 771 So. 2d 628, 631 (Fla. 4th
DCA 2000).
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Since 	February 	8, 	2017, 	the 	Debtor 	has 	continuously 	operated 	its
business at the Leased Premises under the Lease.50 The provisions relevant to
the parties’ dispute provide:
THIS 	AGREEMENT, 	made 	this 	8 th 	day 	of 	February 	2017,
between 93 FLRPT, LLC (“Lessor”), having offices at 7978 Cooper Creek
Boulevard, Suite # 10c, University Park, Florida 34201, party of the first
part, 	and 	JLET 	Enterprises, 	LLC 	d/b/a 	THREE 	DOG 	BAKERY
(“Lessee”), 	a 	Florida 	limited 	liability 	company, 	having 	offices 	at
Sarasota, Florida 34231, part of the second part.51
* * *
USE
2. 	Lessee covenants and agrees to use the Demised Premises for the
following purpose only: The operation of a Three Dog Bakery store with
the retail sale of pet supplies and baked goods and food for pets.52
* * *
SIGNS, BUILDING ALTERATIONS AND CHANGES
3. 	The Lessee shall not use the Demised Premises for any other
purpose than as above stated, nor erect or display any signs on the
Demised 	Premises, 	nor 	make 	any 	alterations, 	additions 	or
improvements to or upon the Demised Premises without prior written
consent of the Lessor, not make or permit any defacement, injury or
waste in, to or about the Demised Premises.53
The Lessor is correct that, where a nonresidential real-property lease is
integrated with another executory agreement, a debtor may not assume the
lease without curing defaults under the related agreement.54 But, here, the
50 Doc. No. 61.
51 Doc. No. 68-1, at 1.
52 Id. § 2.
53 Id. § 3.
54 In re FPSDA I, LLC, 450 B.R. 392, 398 (Bankr. E.D.N.Y. 2011) (“Because each of the
Dunkin' Brands Lease and the respective franchise agreement constitute one controlling
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Lease 	contains 	no 	indication 	that 	it 	is 	integrated 	with 	the 	Franchise
Agreement—or with any other agreement. It neither references the Franchise
Agreement nor identifies the Debtor’s use of the name “Three Dog Bakery” as
a 	franchise.55 	Indeed, 	the 	Lease 	does 	not 	use 	the 	terms 	“franchise,”
“franchisee,” or “franchisor,” and it does not otherwise describe a contractual
relationship among the Debtor, the Franchisor, and the Lessor.56
The authorities that the Lessor relies on are distinguishable. Each
involved 	agreements 	that 	were 	expressly 	cross-referenced 	or 	otherwise
demonstrably interdependent. Here, by contrast, the Lease does not refer to
the Franchisor, the Franchise Agreement, or even the existence of a franchise.
The Court therefore cannot conclude from the four corners of the Lease that it
is integrated with the Franchise Agreement.
The dispositive issue is whether Section 2’s reference to the Debtor’s
trade name constitutes a material use restriction. As noted above, an asserted
nonmonetary default precludes assumption only if it is material or causes
agreement, the Debtors cannot assume a Dunkin' Brands Lease unless they cure not only the
defaults under the Lease but also any defaults under the respective franchise agreement”);
In re Szenda, 406 B.R. 574, 582 (Bankr. D. Mass. 2009) (finding the franchise agreement and
the lease to be economically interrelated and interdependent so that the debtor must assume
the franchise agreement to assume the lease); Matter of E. Hampton Sand & Gravel Co., Inc.,
25 B.R. 193, 199 (Bankr. E.D.N.Y. 1982) (finding the “lease is part and parcel of one unified
transaction whereby the creditor sold its concrete manufacturing business to the debtor” and
that assumption of the lease would require the debtor to make payments under the note
relating to the purchase of the business).
55 Doc. No. 68-1.
56 Id.
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“substantial economic detriment” to the nondebtor party.57 Under Florida law,
a breach is material only when the nonperformance “go[es] to the essence of
the contract” and is sufficiently significant to discharge the injured party from
its own further contractual obligations.58 “Trivial noncompliance and minor
failings do not constitute material breaches.”59 The Lessor therefore bears the
burden of showing that the Debtor’s continued operation under the name
“Three Dog Bakery” is a material obligation under the Lease.
It is not. Section 2 does not require the Debtor to operate a franchise,
much less a franchised Three Dog Bakery. Rather, Section 2 refers to the
Debtor’s trade name, first identified in the Lease’s preamble, in describing the
tenant and its contemplated business. The operative focus of the use covenant
is not the Debtor’s trade name or franchise status, but its operation of a retail
57 See generally 3 COLLIER ON BANKRUPTCY ¶ 365.06 [3](c) (16th ed. 2026). See also In re IYS
Ventures, LLC, 659 B.R. at 330–31 (“[I]f a nonmonetary default cannot be cured, this will not
necessarily preclude a debtor or trustee from assuming an executory contract. It is only if
that noncurable, nonmonetary default was material or if it caused substantial economic
detriment that it should bar assumption”); In re Chapin Revenue Cycle Management, LLC,
343 B.R. at 731; In re New Breed Realty Enterprises, Inc., 278 B.R. at 321, citing In re Joshua
Slocum Ltd., 922 F.2d at 1092.
58 MDS (Canada), Inc. v. Rad Source Techs., Inc., 822 F. Supp. 2d 1263, 1298 (S.D. Fla. 2011)
(“To constitute a material breach, a party's ‘nonperformance of a contract must be such as to
go to the essence of the contract; it must be the type of breach that would discharge the
injured party from further contractual duty on his part but a [party's] failure to perform some
minor part of his contractual duty cannot be classified as a material or vital breach.’”),
quoting Atlanta Jet v. Liberty Aircraft Servs., LLC, 866 So. 2d 148, 150 (Fla. 4th DCA 2004)
(citing Beefy Trail, Inc. v. Beefy King Int'l, Inc., 267 So. 2d 853, 857 (Fla. 4th DCA 1972).
Covelli Fam., L.P. v. ABG5, L.L.C., 977 So. 2d 749, 752 (Fla. 4th DCA 2008); Sublime, Inc. v.
Boardman's Inc., 849 So. 2d 470, 471 (Fla. 4th DCA 2003).
59 Burlington & Rockenbach, P.A. v. L. Offs. of E. Clay Parker, 160 So. 3d 955, 960 (Fla. 5th
DCA 2015), citing Covelli Family, L.P., 977 So. 2d at 752.
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dog bakery. Nor would a change in the Debtor’s trade name alter its property
rights, contractual obligations, or liability for obligations previously incurred.60
The Court also considers the extent to which the asserted breach would
deprive the Lessor of the benefit it reasonably expected from the parties’
exchange.61 The plain language of the Lease does not require that the Leased
Premises be occupied by a franchise, operated under the Three Dog Bakery
trade name, or governed by a Franchise Agreement. Accordingly, the Debtor’s
use of a different trade name would not deprive the Lessor of any benefit
reasonably contemplated by the Lease.
This conclusion does not depend on construing an ambiguity against the
Lessor as the party that furnished the Lease. The Lease provides that it was
negotiated at arm’s length and with the opportunity for counsel, and the Court
finds the relevant provisions unambiguous. But the absence of contractual
language requiring a franchise remains significant. The Lessor asks the Court
to read into the Lease a franchise-operation requirement that the parties did
not 	express. 	They 	could 	have 	required 	operation 	as 	a 	franchise 	and
60 Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406, 414 (Fla. 2003) (liabilities and
property rights are not altered by a name change); Stewart v. Preston, 80 Fla. 473, 86 So. 348,
349 (1920) (“The change in the name of a corporation has no effect whatever upon its
property, rights, or liabilities. It continues as before responsible in its new name for liabilities
previously contracted or incurred, and has the right to sue on contracts made or liabilities
incurred to it - before the change.”)
61 Jenkins, 913 So. 2d at 54, citing Restatement (Second) of Contracts § 241, comment b (1981)
(“[A]n important circumstance in determining whether a failure is material is the extent to
which the injured party will be deprived of the benefit which he reasonably expected from
the exchange”).
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incorporated the Franchise Agreement through an express reference or other
language tying the two agreements together. They did not. The Court may not
rewrite an unambiguous agreement to supply a term the parties omitted.62
The Debtor must therefore provide adequate assurance that it will
continue to operate the Leased Premises as a store engaged in “the retail sale
of pet supplies and baked goods and food for pets,” as Section 2 requires. But
neither § 365(b)(3)(C) nor the Lease requires the Debtor to continue operating
under the Three Dog Bakery trade name.63
B. 	The 	Operation 	of 	an 	Independent 	Store 	at 	the 	Leased
Premises Will Not Disrupt Any Tenant Mix or Balance in
the Shopping Center
Section 365(b)(3)(D) requires adequate assurance that assumption of a
shopping-center lease will not disrupt the shopping center’s tenant mix or
balance.64 To invoke that protection, however, the Lessor must establish both
that the Shopping Center has an intended tenant mix or balance and that the
asserted mix or balance formed part of the bargained-for exchange reflected in
the Debtor’s lease and the leases of other tenants.65
62 41 Acquisition Holdings, LLC v. Haff, 365 So. 3d 1181, 1183–84 (Fla. 3d DCA 2023) (noting
that a court is powerless to rewrite the contract to make it more reasonable or advantageous
where an agreement is clear and unambiguous).
63 In re Trak Auto Corp., 367 F.3d at 245 (“Senator Hatch, in explaining the 1984 amendment
to § 365(b)(3)(C), said that the ‘amendment is not intended to enforce requirements to operate
under a specified trade name.’” 130 Cong. Rec. S8891 (daily ed. June 29, 1984), reprinted in
1984 U.S.C.C.A.N. 590, 600.”)
64 11 U.S.C. § 365(b)(3)(D).
65 In re Toys "R" Us Prop. Co. I, LLC, No. 18-31429-KLP, 2019 WL 548643, at *6 (Bankr. E.D.
Va. Feb. 11, 2019) (lessor failed to establish there was an intended tenant mix where none of
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The Lessor has not made that showing. The Lease contains no reference
to an intended tenant mix, tenant balance, or master plan for the Shopping
Center.66 Moreover, the Debtor proposes to continue the same retail operations
it conducted before the petition date.67 Assumption therefore will not alter the
Debtor’s place in the Shopping Center’s existing tenant array or disrupt any
tenant 	mix 	or 	balance 	cognizable 	under 	§ 	365(b)(3)(D). 	The 	Debtor 	can
accordingly provide the adequate assurance required by that provision.
IV. Conclusion
The Lease’s plain language does not require the Debtor to remain a
franchisee of Third Dog Bakery, LLC. The Debtor’s rejection of the Franchise
Agreement therefore is not a default under the Lease. Nor is Section 2’s
reference to the Debtor’s trade name material to the use covenant’s purpose of
defining the permitted use of the Leased Premises. Provided that the Debtor
continues to operate at the Leased Premises in accordance with the Lease,
assumption likewise will not disrupt the tenant mix or balance of the Lessor’s
Shopping Center.
the language in any of the leases referenced an intended tenant mix or master plan for the
shopping center); Lasalle Nat'l Tr., N.A. v. Trak Auto Corp., 288 B.R. 114, 125 (E.D. Va.
2003), rev'd on other grounds, Trak Auto Corp. v. W. Town Ctr. LLC (In re Trak Auto Corp.),
367 F.3d 237 (4th Cir. 2004).
66 Doc. No. 61 ¶ 7.
67 Doc. No. 68-1.
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The Debtor nevertheless remains in 	default of the Lease’s signage
requirements.68 As conditions to assumption, the Debtor must remove the
noncompliant signage, install replacement signage that the Lessor approves in
writing, and pay all undisputed amounts due under the Lease. Subject to
satisfaction of those cure conditions, the Court will approve the Debtor’s
assumption of the Lease.
Accordingly, it is
ORDERED that
1. 	The 	Debtor 	J.L.E.T. 	Enterprises, 	LLC’s 	Motion 	to 	Assume
Unexpired Lease of Nonresidential Real Property on a Final or, Alternatively,
Interim and Final Basis is GRANTED.
2. 	As a condition of assumption, the Debtor is DIRECTED to pay the
amounts due to the Lessor and remove and replace the noncompliant signage
with signage approved in writing by Lessor.
Attorney Michael R. Del Lago is directed to serve a copy of this order on
interested parties who do not receive service by CM/ECF and file a proof of
service within three days of entry of the order.
68 It is undisputed that the Debtor maintains signage without the approval required by the
Lease. Doc. No. 96 ¶ 8. The Debtor has agreed, and the record reflects its ability, to cure that
nonmonetary default upon assumption.
Case 8:26-bk-00405-LER Doc 104 Filed 08/28/26 Page 16 of 16