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between Trizec Properties, Inc. (Trizec), and PCI Building Corp.
(PCI), a wholly owned subsidiary of Payless. Trizec owned an 83-
1/3-percent interest in TPS, and PCI owned the remaining 16-2/3-
percent interest.4 Trizec and PCI made initial capital
contributions of $2,500,000 and $500,000, respectively. TPS
developed Two Pershing Square and operated Two Pershing Square
until November 27, 1992, at which time the partnership was
dissolved and Trizec took over ownership and operational
responsibilities. On April 4, 1985, TPS contracted with DiCarlo
Construction for the construction of Two Pershing Square
(construction contract). After April 4, 1985, DiCarlo
Construction relied on the plans incorporated by reference in the
construction contract to construct Two Pershing Square.
Payless took possession of its headquarters office space at
Two Pershing Square in October 1986. Payless equipped,
furnished, and leased parts of 5 of 11 floors in the building.
Under the terms of the lease, Payless was initially obligated to
rent approximately 41 percent of the office space at Two Pershing
Square and was entitled to exercise options in the future to
lease the additional office space above the first floor in that
building.
4The record does not definitively disclose whether PCI was a
limited or general partner in the TPS partnership. Trizec,
however, executed Payless’ lease agreement as the general partner
of TPS.
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Last modified: May 25, 2011