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Fox owned the Aurora Downs racetrack and entered into a contract to lease the property to the Valley Trotting Club (Valley), a corporation that was

Fox owned the Aurora Downs racetrack and entered into a contract to lease the property to the Valley Trotting Club ("Valley"), a corporation that was engaged principally in staging harness racing meets and allied activities. The lease provided that the premises "are to be used solely" for the staging of harness races, at which pari-mutuel wagering is to occur, horse shows, rodeos, auctions, and the like. The stipulated rental was $225,000 per year plus 2% of gross receipts from (a) admission fees, (b) the total amount of stakes wagered on races, and (c) receipts from the operation or leasing of concessions. The lease was for five years. There was a provision in the lease that required Fox to spend "$500,000 to repair and decorate the buildings and alter the track to accommodate harness racing during the first year of the lease." Fox did spend $500,000 on improvements required during the first year. The first year was very profitable and netted Fox over $1.5 million. However, Valley then decided to transfer its operation to another racecourse, which offered many advantages and would be vastly more lucrative for Valley. Consequently, Valley neglected its operations at Aurora Downs. Valley paid the base rent of $225,000 per year to Fox but ran no races. The lease was silent on whether Valley had a duty to run any races at Aurora Downs. Fox sued for breach of contract alleging that Valley had an implied duty to run races and it breached that duty when it stopped running races at Aurora Downs. At trial, Fox entered evidence that before the Valley contract, he had leased the racetrack to another company for a flat rate of $900,000 a year. Valley's defense is that since the contract does not include an express provision requiring it run races, its only obligation is to pay the base rent if there are no gross receipts. You are the judge hearing the case at a bench trial. How would you rule on whether the Valley has an implied duty to run races at Aurora Downs? Explain your reasoning.



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