Location decisions are determined by a variety of underlying social and political processes. Also decisions related to the location of new retail developments depend on individual social and political behavior of the decision makers. Changes in Dutch retail planning policies contributed to the fact that these decisions depend more often on these individual policies. In the past, the Dutch government had a strong hand in the determination of the program and location of new retail locations. In the present, however, the national policy document on spatial planning imposes no restrictions for retail organizations to settle on ìout of townî locations. As a result, there is more room for negotiation between developers, retailers and local governments. At the level of local decision making these agents meet each other and decide on the location and programs of new retail developments, taking into account each others viewpoints and those from other interest groups. In this paper behavioral aspects related to retail development decisions are explored. The paper starts with an introduction on the changed policy in retail planning that is the origin of the growing importance of negotiation processes between public and private parties. Then the behavioral aspects are analyzed by reconstructing decision making processes of two (Dutch) development initiatives. The paper concludes with a brief discussion on how power positions affect the decision whether to built new out-of town shopping centers or extent existing facilities.