50 West Broadway Associates v. Redevelopment Agency of Salt Lake City
| Decision Date | 20 December 1989 |
| Docket Number | No. 20313,20313 |
| Parties | 50 WEST BROADWAY ASSOCIATES, a limited partnership, Plaintiff and Appellant, v. The REDEVELOPMENT AGENCY OF SALT LAKE CITY, a public corporation of Salt Lake City, Salt Lake County, State of Utah; Todd-Lignell Company, a Utah partnership; Block 58 Associates, a Utah limited partnership, Redevelopment Site Partners, a joint venture; American Savings and Loan Association, a Utah corporation; Rich Baldwin and Associates, a Utah partnership; American Towers, Inc., a Utah corporation; Dee W. Christiansen; Clark-Leaming Property Management Group, Inc.; Burton M. Todd; E. Keith Lignell; Robert W. Naffziger; Waldemar Christiansen; Simon M. Christiansen; Martin J. Christiansen; Walter Christiansen; HCBC Limited; GLML Limited; Donald A. Wright; Duane A. Trossen; A.P. 3 Associates, a Utah limited partnership; AMSAL Service Corporation, a Utah corporation; Old Stone Bank of Providence, Rhode Island; Marine Midland Bank, N.A. of New York; First Federal Savings & Loan of Philadelphia, Philadelphia, Pennsylvania; Dime Savings Bank of New York; and Seattle-First National Bank of Seattle, Washington, Defendants and Appellees. |
| Court | Utah Supreme Court |
Carman E. Kipp, Salt Lake City, for 50 West Broadway Associates.
Arthur H. Nielsen, Mark H. Anderson, Richard K. Hincks, Salt Lake City, for Redevelopment Agency of Salt Lake City, Todd-Lignell Co., Block 58 Associates, American Towers, Inc., Dee W. Christiansen, Clark-Leaming Property Management Group, Inc., Burton M. Todd, E. Keith Lignell, Robert W. Naffziger, Waldemar Christiansen, Simon M. Christiansen, Martin J. Christiansen, Walter Christiansen, HCBC Ltd., GLML Ltd., Donald A. Wright, Duane A. Trossen, and A.P. 3 Associates.
Ted Boyer, Edwin C. Barnes, Salt Lake City, for American Sav. & Loan Ass'n and AMSAL Service Corp.
Bryce E. Roe, Salt Lake City, for Old Stone Bank, Marine Midland Bank, Dime Sav. Bank, First Federal Sav. and Loan of Philadelphia, and Seattle First Nat. Bank.
This is an appeal from a decree of the district court awarding 50 West Broadway Associates the use of 45 parking spaces to service the Valley Bank Tower Building on Block 58 in downtown Salt Lake City. 1 This protracted case grew out of a contract dispute between the Salt Lake Redevelopment Agency (hereinafter RA) and 50 West Broadway Associates in connection with the redevelopment of Block 58.
The facts were set forth with meticulous care in the opinion of the district court judge, the Honorable Bryant H. Croft, who presided over this difficult matter. We borrow liberally, and to a large degree verbatim, from Judge Croft's statement of the facts in his memorandum opinion. We set out the facts at greater length and in greater detail than we ordinarily would do to try to save further disputes from being spun off from this case, if that is possible.
The lawsuit grew out of a disagreement as to the meaning of a contract executed September 14, 1973, by and between Valley and RA. Prior to the execution of this contract, RA was organized pursuant to the Neighborhood Development Act of the State of Utah, and acting pursuant to its statutory authority, RA became involved in an urban renewal project which related to and affected properties in Block 58, which lies between 200 and 300 South Streets and Main and West Temple Streets in downtown Salt Lake City, Utah.
Valley acquired a tract of land on the southwest corner of Block 58 and constructed a three-story bank building for use as a branch bank for Valley Bank, a part of Utah Bancorporation. A related corporation, Lakeland Development Corporation, also acquired by purchase in September, 1969, an L-shaped tract of land that bordered the bank property on the north and on the east. It had a 96.75-foot frontage on West Temple Street and an 87-foot frontage on 300 South Street. A portion of the northern leg of this parcel plays a prominent role in this litigation. Valley acquired the entire parcel for the purpose of future development. This property and others along 200 and 300 South Streets and along West Temple Street were deteriorating and somewhat blighted, and RA targeted the area for redevelopment and urban renewal.
RA employed real estate appraisers to appraise each of the properties in Block 58, except those fronting on Main Street and Valley's bank building. RA then sent written offers to purchase each of these properties for the highest appraised value. Each offer stated that unless the offer was accepted by a certain date, RA would commence condemnation proceedings against the owner. The property purchased by Lakeland was included in the appraisals, but Lakeland did not accept the offer, and RA began a condemnation action against it. Negotiations between the parties culminated in the execution on September 14, 1973, of the agreement that governs this case.
Under the terms of the agreement, Valley sold and RA purchased the north 76 feet of the Lakeland property fronting on West Temple (hereinafter "property B"), and Valley retained the south 20.75 feet of the West Temple frontage and all of the 300 South frontage (hereinafter "property A"). Pursuant to the agreement, RA paid Valley $244,616.25 for property B. The agreement noted that Valley's affiliates had agreed upon a common goal for the development of the Lakeland property, including an addition to the then-existing three-story bank building, and that development was to proceed in a manner compatible with the existing bank building and the intended redevelopment of Block 58. The agreement also noted that Valley's sale of part of its Lakeland property to RA could result in the loss of parking space necessary for the development of Valley's remaining land. The agreement stated that Valley was not adverse to, and wished to join RA in, the compatible development of Block 58.
The contract also recited Valley's intent to construct a high-rise building upon the retained portion of the land that faced 300 South. The contract fixed a deadline for the construction and stated that if Valley failed to meet that deadline, RA could buy the retained property for stated prices. Valley built its high-rise.
A crucial provision of the September 14 agreement related to Valley's right to parking spaces:
K. ALLOCATION OF PARKING
....
2. If [Valley] constructs the improvements on Property "A" and "D", then [RA] agrees that it will allocate in areas reasonably accessible to said properties, that number of parking spaces, not to exceed 100 parking spaces, that are required by the then extant parking ordinance, etc., of appropriate government authorities and required for the construction and operation of a building having 81,000 square feet. [RA] shall not be required to allocate more parking units than the amount of parking units then required to obtain approval for the construction of a building containing 81,000 square feet.
The parking so allocated may be a part of a common parking area and subject to validation, credit, reasonable policing, regulation and limitation so long as such policing and regulation are not discriminatory as between occupants of the redeveloped area and employees, agents and patrons of [Valley]. If [Valley] fails to meet the provisions relating to submission of plans, evidence of financial ability, or construction of improvements pertaining to Property "A," this covenant shall terminate, and the provisions of Paragraph "E" shall govern.
This covenant is conditional upon [Valley] complying with the "Time Limits" contained in Paragraphs "E" and "G" herein. If [Valley] fails to meet any of the provisions relating to submission of plans, evidence of financial ability, or construction of improvement, this covenant shall terminate.
3. It is recognized that [RA] does not have final approval in relation to determination of, or waiver of, parking space requirements on additions to existing buildings or the construction of new buildings in Salt Lake City. [RA] will use its best efforts in securing the necessary agreements of, or waivers from Salt Lake City Commission, by permitting parking spaces constructed by [RA] or its redeveloper to be allocated to [Valley] for the purpose of meeting zoning requirements as a prerequisite to securing building permits to construct the two (2) floor addition to the existing structure on Third South and West Temple or the improvements to be constructed on Property "A."
The execution of the agreement was preceded by several months of negotiations between the parties and their counsel, with preliminary drafts prepared by Irving H. Biele, Esq., counsel for Valley, and William D. Oswald, Esq., counsel for RA.
RA's redevelopment plans for Block 58 did not include any of the business properties along the Main Street side of the block. The owners of those properties formed an association called the Main Parking Mall. The association had constructed to the rear, or west, of their Main Street stores a public parking mall containing 160 parking places to accommodate their customers. This parking mall fell within the area of Block 58 which RA planned to redevelop. As a consequence, RA entered into a contract with Main Parking Mall and others on May 7, 1973. By this agreement, RA purchased for $524,500 the fee title in the parking mall and agreed with the owners that no contract would be executed with any parties selected by RA to develop the land in Block 58 which did not expressly provide for a guarantee to furnish at least 160 vehicle parking spaces to be included in the redevelopment plans. These 160 spaces were to be reasonably accessible and convenient to the public and potential customers of the Main Street stores at their rear doors. This agreement provided that these spaces could be publicly or privately owned and could be located above, below, or at ground level. These spaces were to afford...
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