

                      [NOT FOR PUBLICATION]

                  United States Court of Appeals
                      For the First Circuit
                                           

No. 97-2316

                   DOWNTOWN DEVELOPMENT, CORP.,

                      Plaintiff - Appellant,

                                v.

                       K-MART CORPORATION,

                      Defendant - Appellee.

                                           

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                 FOR THE DISTRICT OF PUERTO RICO

        [Hon. Carmen Consuelo Cerezo, U.S. District Judge]                                                                   

                                           

                              Before

                     Torruella, Chief Judge,                                                     

                 Selya and Stahl, Circuit Judges.                                                          

                                           

     Johanna Emmanuelli Huertas, with whom Pedro E. Ortiz Alvarez                                                                           
and The Law Offices  of Pedro E. Ortiz Alvarez were  on brief for                                                        
appellant.
     Jon  R. Steiger,  with whom  Patrick M.  McCarthy, Howard  &amp;                                                                           
Howard,  Steven C.  Lausell,  James  W.  McCartney  and  Jim nez,                                                                           
Graffam &amp; Lausell were on brief for appellee.                           

                                           

                        February 26, 1998
                                           

          Per  Curiam.  On  March 27, 1996,  Downtown Development                    Per  Curiam.                                 

Corporation  ("Downtown") filed  this action  to recover  damages

arising from  K-Mart Corporation's  ("K-Mart's") alleged  illegal

occupancy of Downtown's property in Ponce, Puerto Rico.  Downtown

appeals the district  court's decision to grant  summary judgment

in favor of K-Mart Corporation ("K-Mart").

          We affirm on the grounds stated in the district court's

opinion and order.  See Downtown Dev. Corp. v. K-Mart Corp., Civ.                                                                     

96-1497CCC (D.P.R. September 25, 1997).  We find clause 27 of the

lease at  issue dispositive.   As the district court  noted, that

provision grants K-Mart the option to remain as  a month-to-month

tenant after the expiration of  the lease until it is  forced out

by the courts.  In the instant case, K-Mart simply exercised this

option.

          Costs to be assessed against appellant.

          Affirmed.                    Affirmed                            

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