- 2 -
Mall's theater in exchange for a rent of $5,000 per annum plus a
percentage of Dickinson's net sales to be paid monthly. In July
1979, Dickinson constructed an additional theater. The Mall and
Dickinson later entered into a supplemental agreement in which
the parties agreed, in pertinent part, to incorporate the newly
constructed theater. In June 1994, Dickinson assigned its
interest in the lease to Kerasotes Theatres, Inc. (hereinafter
Kerasotes).
In May 2003, Kerasotes had the theater's roof inspected
because it had been leaking. Approximately one month later,
Kerasotes assigned its interest in the lease to Showplace, a
separate corporation. In July 2003, Showplace sent the Mall a
letter asking it to replace the roof. The Mall did not respond.
In January 2004, Showplace's attorney sent the Mall
another letter, which included documentation of the cost of the
roof replacement and which stated as follows:
"As it is the [Mall's] responsibility to
replace the roof, [Showplace], by this let-ter,
is making demand upon the [Mall] for
reimbursement of the replacement cost. [Show-place]
is willing to advance the cost of the
replacement to be set off against future
rents. If [the Mall] prefer[s], [it] may
reimburse [Showplace] directly. The replace-
