Tiger Management, LLC and Dakota Properties, LLC v. Circle K Stores, Inc.

CourtDistrict Court, N.D. Alabama
DecidedNovember 3, 2025
Docket7:25-cv-01312
StatusUnknown

This text of Tiger Management, LLC and Dakota Properties, LLC v. Circle K Stores, Inc. (Tiger Management, LLC and Dakota Properties, LLC v. Circle K Stores, Inc.) is published on Counsel Stack Legal Research, covering District Court, N.D. Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Tiger Management, LLC and Dakota Properties, LLC v. Circle K Stores, Inc., (N.D. Ala. 2025).

Opinion

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA WESTERN DIVISION

TIGER MANAGEMENT, LLC, ) and DAKOTA PROPERTIES, ) LLC, ) ) Plaintiffs/Counter ) Defendants, ) Case No.: 7:25-cv-1312-AMM ) v. ) ) CIRCLE K STORES, INC., ) ) Defendant/Counter ) Claimant. )

MEMORANDUM OPINION AND ORDER This case is before the court on two motions: (1) a Motion for Partial Summary Judgment or for Partial Findings and Partial Judgment Thereon filed by plaintiffs Tiger Management, LLC and Dakota Properties, LLC, Docs. 20–21, 23–25, 30, and (2) a Motion for Partial Summary Judgment filed by defendant Circle K Stores, Inc, Doc. 28. The motions are fully briefed. See Docs. 31, 33. For the reasons stated below, Circle K’s motion is GRANTED, and the plaintiffs’ motion is DENIED. I. BACKGROUND These are the undisputed material facts: 1. In September 2005, The Pantry, Inc. entered into a series of long-term leases with Chatham Enterprises, LLC to operate seven gas stations and convenience stores in west Alabama. See Docs. 6-1 to 6-7; Docs. 8-1 to 8-7. Six of the seven stores are in Brookwood, Cottondale, Northport, or Tuscaloosa, in

Tuscaloosa County, Alabama. See Docs. 6-2 to 6-7. And the seventh store is in Knoxville, in Greene County, Alabama. See Doc. 6-1. 2. In 2005, the parties signed two sets of leases as part of a larger asset

purchase agreement between Pantry, Chatham, and Chatham Oil, Inc. See Doc. 22- 1 at 5–7, 10. The first set of signed leases were held in escrow so that Pantry could fulfill its obligations before the transaction closed. See id. at 5. 3. The leases provide for an initial fifteen-year term and automatic

renewal every five years until the lease ends in 2049–50, unless Pantry opts out of the automatic renewal. See Doc. 6-1 at 2–3; Doc. 6-2 at 2–3; Doc. 6-3 at 2–3; Doc. 6-4 at 2–3; Doc. 6-5 at 2–3; Doc. 6-6 at 3; Doc. 6-7 at 3; Doc. 8-1 at 1, 3; Doc. 8-2

at 1, 3; Doc. 8-3 at 1, 3; Doc. 8-4 at 1, 3; Doc. 8-5 at 1, 3; Doc. 8-6 at 2; Doc. 8-7 at 2. 4. The leases also provide that “[Pantry] is and shall remain and be the owner and operator of all Petroleum Equipment” used to operate the gas stations at

each location. Doc. 6-1 at 4; Doc. 6-2 at 4; Doc. 6-3 at 4; Doc. 6-4 at 4; Doc. 6-5 at 4; Doc. 6-6 at 4; Doc. 6-7 at 5; Doc. 8-1 at 4; Doc. 8-2 at 4; Doc. 8-3 at 4; Doc. 8-4 at 4; Doc. 8-5 at 4; Doc. 8-6 at 4; Doc. 8-7 at 5. But “[o]ne hundred twenty

(120) days prior to the expiration of [the leases], [the] Landlord” may “require [Pantry] to remove all Petroleum Equipment located on the Premises” or “purchase the Petroleum Equipment located on the Premises from [Circle K].” Doc. 6-1 at 6;

Doc. 6-2 at 6; Doc. 6-3 at 6; Doc. 6-4 at 6; Doc. 6-5 at 6; Doc. 6-6 at 6; Doc. 6-7 at 6; Doc. 8-1 at 6; Doc. 8-2 at 6; Doc. 8-3 at 6; Doc. 8-4 at 6; Doc. 8-5 at 6; Doc. 8- 6 at 6; Doc. 8-7 at 6.

5. The first set of leases bears Chatham’s signature dated September 12, 2005, and Pantry’s signature dated September 13, 2005. See Doc. 8-1 at 34–36; Doc. 8-2 at 32–33; Doc. 8-3 at 31–32; Doc. 8-4 at 31–32; Doc. 8-5 at 31–32; Doc. 8-6 at 32–33; Doc. 8-7 at 33–34.

6. The second set of leases, in one place, bears both parties’ signatures dated September 23, 2005. See Doc. 6-1 at 32–33. In other places, the leases bear Chatham’s signature dated September 23, 2025, and Pantry’s signature dated

September 13, 2025. See Doc. 6-2 at 31–32; Doc. 6-3 at 31–32; Doc. 6-4 at 31–32; Doc. 6-5 at 31–32; Doc. 6-6 at 32–33; Doc. 6-7 at 32–33. 7. In a letter exchanged after the parties signed the first set of leases, Pantry’s counsel advised Chatham that the leases would “only become effective

when all the conditions to Closing” were satisfied. Doc. 22-1 at 10. An officer for Chatham “[a]greed to and accepted” that representation on September 15, 2005. Id. at 11. 8. Pantry, Chatham, and Chatham Oil, Inc., closed the transaction on September 22 and 23, 2005. Id. at 35–36.

9. Pantry took possession of the leaseholds on September 22, 2005. Doc. 28 at 7; Doc. 30 at 28. It thereafter sold its interest in the leaseholds to Circle K. See Doc. 22-2.

10. Pantry recorded memoranda of the leases for the Tuscaloosa County stores in the Tuscaloosa County Probate Court on September 21, 2006, see Docs. 6-11 to 6-16, and a memorandum of the lease for the Knoxville store in the Greene County Probate Court on September 22, 2006, see Doc. 6-10.

11. Later, Chatham assigned its interest in the leaseholds to Tiger Management, LLC, and Dakota Properties, LLC. Doc. 17 ¶ 9. 12. Richard Mayers controls Tiger Management and “has authority to act

on behalf of Dakota [Properties] with respect to the leases involved in this litigation.” Doc. 20-1 ¶¶ 2–3. Mr. Mayers also controls Midstates Petroleum Company, LLC, a business owned by another corporation that “enters into certain fuel contracts with gasoline product providers for the provision of gasoline to be

sold in retail outlets like the ‘Leaseholds’ at issue in this case.” Id. ¶ 3. Midstates is not a party to this lawsuit. See Doc. 17. 13. In February 2023, Tiger Management’s counsel represented to Circle

K that three of the leases would terminate on September 21, 2025, and could not be renewed because the leases were not timely recorded under Alabama law. Doc. 20-6 at 1.

14. Circle K did not respond to Tiger Management, Doc. 30 at 32, and instead in December 2024 communicated to Midstates its intent to exercise the renewal option on the Knoxville store. Doc. 6-17 at 3. Midstates, through the same

counsel as Tiger Management, reiterated its earlier position that the renewal options were void under Alabama law. Id. at 2. Separately, Tiger Management demanded that Circle K vacate the leaseholds on September 21, 2025, reiterating that the leases were not timely recorded under Alabama law. See Doc. 6-18 at 2–3.

15. On May 29, 2025, Circle K sent letters to Tiger Management and Dakota Properties confirming receipt of the demands to vacate the premises at the end of the lease term. Doc. 21-3; Doc. 21-4. In those letters, Circle K stated that

“Landlord’s position is contrary to Tenant’s desires to exercise its option under the respective Lease Agreements,” but “Tenant intends on complying with Landlord’s stated request . . . [to] vacate the Premises in accordance with each Lease Agreement.” Doc. 21-3 at 1; Doc. 21-4 at 1. Circle K also stated that it was

“interested and hopeful that a commercially reasonable and mutually agreeable extension of the term is possible and would welcome a discussion between the business parties.” Doc. 21-3 at 2; Doc. 21-4 at 2. 16. Circle K also represented at that time that it would “begin coordinating . . . the removal of the Petroleum Equipment” that it owned under the leases, as

Tiger Management and Dakota Properties had not exercised their option to purchase the equipment. Doc. 21-3 at 2; Doc. 21-4 at 1. Circle K reiterated this position in late-July 2025. Doc. 23-6 at 1–2. Tiger Management considered Circle

K’s position on removing Petroleum Equipment a “classic ‘bluff,’ designed to try to strong-arm Tiger [Management] and Dakota [Properties] into negotiating a series of extensions of the Lease[s].” Doc. 20-1 ¶ 12. 17. Dakota Properties and Tiger Management thus began soliciting new

tenants and developing plans to rehabilitate the leaseholds. Id. ¶ 7. They signed leases with various tenants from July 7 to 17, 2025, intending for the tenants to occupy the leaseholds after Circle K’s leases expired. Id. ¶ 8. They also purchased

new gasoline pumps and software systems “for all of the various leaseholds” from PetroServe, an entity controlled by Mr. Mayers. Id. ¶ 13; see Doc. 32-3. And they signed rebranding agreements with Texaco and Chevron and ordered new signage for the leaseholds. Doc. 20-1 ¶¶ 14–15.

18.

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