The short version
On September 8, 2026, Silver Diner sued Fraport, the company that manages food and beverage concessions at BWI Thurgood Marshall Airport, in the Circuit Court for Anne Arundel County, Maryland. Silver Diner alleges that Fraport demanded an $8 million to $10 million gut renovation of its BWI restaurant, even though the parties’ 2022 Collaboration Agreement committed Silver Diner to only spend “at least” $1.5 million.” The case shows how a single open-ended contract term can turn a planned renovation into a lawsuit.
Key takeaways
- Silver Diner’s 2022 Collaboration Agreement with Fraport, as described in the complaint, required Silver Diner to spend “at least $1.5 million” on renovations and set no maximum.
- Fraport later demanded an $8 million to $10 million gut-and-rebuild, roughly five to seven times the agreed figure, according to the complaint.
- Maryland reads a duty of good faith and fair dealing into contracts, which limits how a party may use an open-ended term, but in Maryland it is raised as part of a breach of contract claim, not as a separate one.
- When the meaning of a disputed contract term is genuinely ambiguous, Maryland leaves it to a jury, which can make a case long and expensive.
- A not-to-exceed figure, a defined range, or a scope tied to attached plans would have closed the gap at the drafting stage.
What is Silver Diner’s lawsuit against Fraport about?
Silver Diner alleges that Fraport agreed to give it a new ten-year sublease at BWI in exchange for a renovation of at least $1.5 million, and then, after winning the airport contract, demanded a complete rebuild costing roughly five to seven times that amount.
Silver Diner has operated at BWI since 2007. In August 2022, while Fraport was competing for the airport’s food and beverage concession, the two companies signed a “Collaboration Agreement.” Silver Diner agreed to prepare plans for a renovated “Silver Diner 2.0” and to support Fraport’s bid. In return, according to the complaint, Fraport agreed that if it won the concession it would sign a ten-year sublease with Silver Diner on terms the agreement spelled out (a commercial sublease dispute at its core): the same location, rent tied to the existing sublease, a $750,000 tenant improvement allowance from Fraport, and Silver Diner’s commitment to spend at least $1.5 million on renovations.
Maryland’s Board of Public Works approved the award to Fraport on February 12, 2025. Eight days later, the complaint alleges, Fraport told Silver Diner that “no form of refurbishment will be accepted” and that the restaurant must be “completely gutted and rebuilt.” Silver Diner estimates that rebuild at $8 million to $10 million and says it would close the restaurant for at least a year, putting about 120 jobs at risk. When the suit was filed, Fraport did not respond to reporters’ requests for comment.
| Date | Event | Source |
|---|---|---|
| 2007 | Silver Diner opens at BWI | Complaint ¶ 30 |
| August 18, 2022 | Silver Diner and Fraport sign the Collaboration Agreement | Complaint ¶ 37 |
| February 12, 2025 | Board of Public Works approves the BWI food and beverage concession for Fraport | Complaint ¶ 84 |
| February 20, 2025 | Fraport tells Silver Diner the space must be “completely gutted and rebuilt” | Complaint ¶¶ 108–110 |
| July 13, 2026 | Maryland Aviation Administration and the State confirm the concession agreement contains no such requirement | Complaint ¶ 164 |
| September 8, 2026 | Silver Diner files suit in the Circuit Court for Anne Arundel County | Complaint |
Why is an “at least $1.5 million” renovation clause a drafting problem?
“At least $1.5 million” sets a floor but no ceiling. It tells Silver Diner the minimum it must spend and says nothing about the maximum, which leaves room to argue that a much larger demand still fits the words.
That asymmetry is the gap Fraport appears to be relying on. If the contract never capped the renovation obligation, Fraport can argue that $8 million to $10 million is still, technically, “at least $1.5 million,” just a much larger number than anyone contemplated at signing.
Had the clause specified a defined range, a not-to-exceed figure, or a renovation scope tied to attached architectural plans, a demand for an $8 million to $10 million gut renovation would have been an obvious departure from the agreement on its face. Silver Diner would be litigating from much firmer ground, and the demand might never have been made, because the ambiguity is what gives it any surface plausibility.
| How the renovation term could be written | What it would have done in this dispute |
|---|---|
| “At least $1.5 million” (the term as alleged) | Sets a minimum only; leaves the upper limit open to argument |
| A not-to-exceed figure | Caps the obligation, so a larger demand is outside the contract |
| A defined range | Sets both a minimum and a maximum the parties agreed to |
| Scope tied to attached plans | Defines the work itself; Silver Diner had prepared detailed “Silver Diner 2.0” plans (Complaint ¶ 42) |
| A stated standard (“refurbishment” or “rebuild”) | Settles in advance the very question the parties now dispute |
Can Maryland’s implied covenant of good faith limit an open-ended contract term?
Yes. Maryland reads a duty of good faith and fair dealing into contracts, so a party that holds discretion under a contract has to use it consistently with the other side’s reasonable expectations, even where the words themselves set no limit.
In Questar Builders, Inc. v. CB Flooring, LLC, 410 Md. 241 (2009), Maryland’s highest court held that even a clause allowing one party to terminate a contract “for convenience” is subject to the implied obligation that the party exercise its discretion in good faith. Quoting Clancy v. King, 405 Md. 541, 571 (2008), the court explained that a party exercising discretion must “refrain from doing anything that will have the effect of frustrating the right of the other party to receive the fruits of the contract,” and that the obligation “requires a party exercising discretion to do so in accordance with the ‘reasonable expectations’ of the other party.”
A demand that multiplies the agreed renovation figure roughly five to seven times, turning a defined buildout into a full gut renovation of the kitchen and mechanical systems, is difficult to describe as a commercially reasonable use of an “at least” clause. The ambiguity in the renovation term may explain why Fraport felt it had room to make the demand. It does not make the demand reasonable, and reasonableness is the standard a court will apply.
One point of Maryland procedure matters here. Maryland does not recognize a stand-alone claim for breach of the implied covenant; it is part of a breach of contract claim. Mount Vernon Props., LLC v. Branch Banking & Trust Co., 170 Md. App. 457 (2006). Silver Diner pleads it that way: Count II of its complaint is “Breach of Contract and the Implied Covenant of Good Faith and Fair Dealing.”
Why does it matter that the airport authority says it never required a rebuild?
Because Fraport allegedly told Silver Diner the rebuild was required by the Maryland Aviation Administration, and the complaint says the agency later confirmed no such requirement exists, Silver Diner uses that statement twice: as the basis for a fraud claim and as evidence on the good-faith question.
The Maryland Aviation Administration owns and operates BWI. According to the complaint, Fraport represented that the gut-and-rebuild obligation was required by the agency under Fraport’s new concession agreement (¶ 111). At a July 13, 2026 meeting, the complaint alleges, the agency and the State confirmed that the concession agreement “contains no Gutting Requirement” (¶ 164). If Silver Diner’s account holds up, it is not just a separate fraud claim; it is evidence that cuts directly to whether Fraport used its position in good faith.
What claims does Silver Diner bring?
Silver Diner brings seven counts, led by a request that the court declare the Collaboration Agreement a binding agreement to sublease on the terms it lists, and a claim for breach of contract and the implied covenant of good faith.
| Count | Claim Silver Diner alleges, as captioned in the complaint |
|---|---|
| I | Declaratory judgment (Md. Code Ann., Cts. & Jud. Proc. §§ 3-401 through 3-415) |
| II | Breach of contract and the implied covenant of good faith and fair dealing |
| III | Fraudulent misrepresentation (alleged) |
| IV | Negligent misrepresentation (alleged in the alternative) |
| V | Promissory estoppel |
| VI | Unjust enrichment (in the alternative) |
| VII | Tortious interference with contract (in the alternative, as to Fraport Baltimore Partnership LLC) |
Silver Diner also asks for preliminary and permanent injunctions barring Fraport from leasing the space to anyone else while the case is pending, along with compensatory, consequential and punitive damages.
How long can a Maryland breach of contract case like this take?
A contract case that turns on what an ambiguous term means often cannot be decided early, so it can take years and significant expense before a jury decides it.
Breach of contract lawsuits demand time and money, to say nothing of the time executives and other company personnel must dedicate to the matter. Strong cases can be won before trial on a motion for summary judgment. But where the other side has a plausible reading of the contract, judges are often reluctant to decide the question themselves. When the meaning of a disputed term is genuinely open, Maryland courts leave it to the jury: what the parties intended an ambiguous term to mean “is for the jury to determine, not for a judge to decide as a matter of law.” Bessette v. Weitz, 148 Md. App. 215 (2002).
Silver Diner’s argument that an $8 million to $10 million rebuild is not commercially reasonable has force, especially against an “at least $1.5 million” term. But commercial reasonableness is exactly the kind of factual question courts tend to send to a jury, which means Silver Diner may be litigating for a long time.
What happens next in Silver Diner v. Fraport?
Fraport will respond to the complaint, and an early question may be whether the 2022 Collaboration Agreement is a binding agreement to sublease on stated terms or only an agreement to negotiate.
Silver Diner’s first count asks the court to declare that the Collaboration Agreement requires Fraport to sign the sublease on the terms it lists. In the alternative, it asks for a declaration that, even if the agreement is only an enforceable agreement to negotiate in good faith, Fraport breached that duty by adding a gut-and-rebuild condition that appears nowhere in it. How the court treats the agreement may matter as much as how it reads the words “at least.”
For now, the case is a useful reminder that ambiguity in a single term, even one that looks favorable on its face, can be the difference between a straightforward contract claim and a years-long, expensive fight. The latter is certainly not on Silver Diner’s menu.
What should a business check before signing a lease renovation or build-out clause?
A business signing a renovation or build-out commitment in a commercial lease should make sure the clause states a maximum as well as a minimum, describes the work itself, and says who decides whether the finished work is acceptable. Each item below maps to a question now in dispute in the Silver Diner case.
| Question to settle before signing | Why it matters, as the Silver Diner case shows |
|---|---|
| Is there a maximum spend, or only a minimum? | “At least $1.5 million” left the upper limit open to an $8 million to $10 million demand |
| Is the scope of work attached to the agreement? | Silver Diner prepared detailed “Silver Diner 2.0” plans; tying the obligation to them would have defined the work |
| Does the clause say “refurbish” or “rebuild”? | The demand was that “no form of refurbishment will be accepted” |
| Who approves the design, and on what standard? | Fraport attributed its demand to the airport authority’s requirements, which the complaint says did not exist |
| Is the agreement a binding commitment or an agreement to negotiate? | Silver Diner’s first count asks the court to decide exactly that |
Key terms in the Silver Diner case
Implied covenant of good faith and fair dealing: a duty Maryland reads into contracts that requires a party exercising discretion to act in line with the other party’s reasonable expectations. Questar Builders, Inc. v. CB Flooring, LLC, 410 Md. 241 (2009).
Agreement to negotiate: an agreement that commits the parties to negotiate toward a final contract, rather than fixing all of its terms. Silver Diner argues, in the alternative, that even this kind of agreement obliged Fraport to negotiate in good faith.
Declaratory judgment: a court ruling that states the parties’ rights and obligations under a contract. It is the relief Silver Diner seeks in Count I.
Not-to-exceed clause: a contract term that caps a payment or spending obligation at a stated amount.
Contract disputes in Washington, DC and Maryland
Waxman Litigation represents businesses and owners in breach of contract and commercial disputes in Washington, DC, Maryland, Virginia, and New York. Learn more about the firm’s breach of contract and commercial litigation work, or contact the firm at (301) 901-3109.
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Sources
- Complaint, Suarez v. Compass Coffee LLC, No. 1:25-cv-00089 (D.D.C. filed January 13, 2025)
- “Compass Coffee CEO fails to ditch co-founder’s fraud allegations,” Bloomberg Law, November 4, 2025
- “Four surprising moments in the Compass Coffee lawsuit,” Washingtonian, January 15, 2025
- Compass Coffee bankruptcy, Restaurant Dive, January 7, 2026
- “Compass Coffee says it lacks cash for bankruptcy plan, seeks to toss case,” Bisnow, August 7, 2026
- Delaware Limited Liability Company Act, 6 Del. C. § 18-1101
- 18 U.S.C. § 1964, civil remedies (Racketeer Influenced and Corrupt Organizations Act)
