Aerojet-General Corp. v. Askew

• Decision Date: 21 November 1973
• Docket Number: 73-33.,Civ. A. No. 1831
• Citation: 366 F. Supp. 901
• Parties: AEROJET-GENERAL CORP., an Ohio corporation, Plaintiff, v. Reubin O'Donovan ASKEW, Governor of the State of Florida, et al., Defendants. METROPOLITAN DADE COUNTY, a Political Subdivision of the State of Florida, Plaintiff, v. AEROJET-GENERAL CORPORATION, an Ohio corporation and any and all persons having or claiming any right, title or interest in and to the real property described herein, Defendant.
• Court: U.S. District Court — Northern District of Florida

366 F. Supp. 901

AEROJET-GENERAL CORP., an Ohio corporation, Plaintiff, v. Reubin O'Donovan ASKEW, Governor of the State of Florida, et al., Defendants.

METROPOLITAN DADE COUNTY, a Political Subdivision of the State of Florida, Plaintiff, v. AEROJET-GENERAL CORPORATION, an Ohio corporation and any and all persons having or claiming any right, title or interest in and to the real property described herein, Defendant.

Civ. A. Nos. 1831, 73-33.

United States District Court, N. D. Florida.

November 21, 1973.

George W. Wright, Jr., Mershon, Sawyer, Johnston, Dunwody & Cole, Karl B. Block, Jr., Miami, Fla., J. W. Moore, Yale Law School, for Aerojet-General Corp.

Robert Shevin, Atty. Gen., Barry S. Richard, Deputy Atty. Gen., for Board of Trustees of Internal Improvement Trust Fund.

Stuart Simon, Dade County Atty., Alan T. Dimond, Asst. County Atty., Thomas C. Britton of Shutts & Bowen, Miami, Fla. (special counsel), for Metropolitan Dade County.

OPINION-ORDER

MIDDLEBROOKS, District Judge.

These causes are before the Court upon cross motions for summary judgment by the parties in the action by Aerojet for declaratory and injunctive relief and the action by Metropolitan Dade County and others to quiet title to the subject lands. The parties having stipulated that there are no material factual disputes and that all legal issues necessary for the disposition of these matters have been presented, the Court enters the following findings of fact and conclusions of law as may be required by Rule 52, Federal Rules of Civil Procedure.

FINDINGS OF FACT

1. The State of Florida Board of Education and The State of Florida Board of Trustees of the Internal Improvement Trust Fund are each composed of the following officials: Governor, Secretary of State, Attorney General, Comptroller, Treasurer, Commissioner of Agriculture and Commissioner of Education. Sections 229.012 and 253.02(1) Florida Statutes Annotated. In September and October, 1961, these two bodies caused to be published in the Homestead News, a newspaper of general circulation in Dade County, Florida, a Notice of Bids and Public Sale by means of which bids were solicited for the lease and/or purchase of lands owned by the two boards in Dade County. Approximately 25,313 acres of land were and are involved. Aerojet was considered the successful bidder.

2. On December 21, 1961, the Aerojet-General Corporation (hereafter Aerojet), an Ohio Corporation doing business in the State of Florida, entered into a written lease with option to purchase the leased lands at Fifty Dollars ($50.00) per acre. The ten (10) year lease-option agreement provided, generally, that Aerojet agreed to pay the sum of Two Dollars and Fifty Cents ($2.50) per acre during the lease; that Aerojet would pay annually the amount equal to and considered as in lieu of ad valorem taxes payable on the lands; and that said payments were to continue through the lease period or until purchase of the lands by the lessee Aerojet. More specifically, the agreement provided in Paragraph 8 as follows:

"(a) Upon the election of Lessee, the total amount of the purchase price to be determined, as aforesaid, shall be paid to Lessor simultaneously with delivery to Lessee of a deed to said lands vesting good and merchantable fee simple title thereto in Lessee subject only to applicable statutory rights and reservations in effect on the date of conveyance and the covenant on the part of the Lessee to be kept and performed contained in Paragraph 5 above".

3. On January 15, 1962, Attorney General Richard W. Ervin, now Florida Supreme Court Justice, wrote to Mr. J. T. Williams, State Land Office Record Clerk, replying to Williams' query concerning the release of statutory reservation referred to in paragraph 8 of the Aerojet lease-option agreement. In pertinent part the text of the memorandum from Attorney General Ervin is as follows:

"The statutory rights and reservations referred to in subject portion of this lease with option to purchase are those contemplated in Section 270.11, Florida Statutes F.S.A.."

Florida Statutes, Section 270.11, F.S.A., provides for the reservation in the Board of Trustees of

"An undivided three-fourths interest in and title in and to, an undivided three-fourths interest in all the phosphate, minerals and metals that are or may be in, on or under the said land and an undivided one-half interest in all the petroleum that is or may be in, on or under said land with the privilege to mine and develop the same. . . ."

4. In addition to leasing these certain lands from the state boards, Aerojet purchased additional land surrounding the state land at an expenditure of Seven Million Dollars ($7,000,000.00). In early 1962, Aerojet began construction of a plant for the development of solid rocket fuels which resulted in a capital investment on Aerojet's part for buildings and equipment of Twenty One Million Two Hundred Thousand Dollars ($21,200,000.00). About Two Million Dollars ($2,000,000.00) of this construction was completed on the leased lands in the spring of 1964, and was in operation until June, 1967, at which time it ceased operations due to cutbacks in the federal government spending on solid rocket fuel research and development. Subsequent to June, 1967, Aerojet maintained a caretaker force at these facilities.

5. The Florida Legislature in 1965, enacted what is now Section 253.111, Florida Statutes Annotated, which in part provides:

"The board of trustees of the internal improvement trust fund of the state shall not sell or convey any land to which they hold title unless and until they shall afford an opportunity to the county in which such land is situated to receive such land for public purposes. . ." (Chapter 65-324, Laws of Florida.)

6. On September 8, 1969, Aerojet notified the members of the state boards in writing that it had elected to exercise its option to purchase the lands which were described in the lease-option agreement. Prior to that date Aerojet had paid over Five Hundred Thousand Dollars ($500,000.00) in yearly rentals under the agreement and Two Hundred Thirty One Thousand Dollars ($231,000.00) to Dade County in lieu of ad valorem taxes. Payments under the lease were current in all respects. At no time prior to the "notify" date, September 8, 1969, had the members of the state boards or their predecessors in office notified Aerojet or even intimated to it that Aerojet had failed in any way whatever to comply with the terms of the lease.

7. At a meeting of the State Board of Education and of the Board of Trustees of the Internal Improvement Trust Fund on October 21, 1969, it was decided not to convey the land to Aerojet.

8. Subsequently, on October 21, 1969, Aerojet brought suit in this Court against members of the state boards seeking a decree of specific performance of the purchase option contained in the lease-option agreement. On September 21, 1970, this Court granted Aerojet's motion for summary judgment. Aerojet-General Corporation v. Kirk, 318 F. Supp. 55 (N.D.Fla.1970). The members of the state boards took a timely appeal to the United States Court of Appeals for the Fifth Circuit from this Court's summary judgment and decree of specific performance. On December 9, 1971, the Court of Appeals affirmed this Court's order. Aerojet-General Corporation v. Askew, 453 F.2d 819 (5th Cir. 1971). The United States Supreme Court on October 10, 1972, denied the state board members' petition for writ of certiorari. 409 U.S. 892, 93 S.Ct. 110, 34 L.Ed.2d 149.

9. Upon failure of the state boards to comply with the order of this Court to convey the lands to Aerojet, this Court on June 20, 1972, appointed a Commissioner for the purpose of executing a deed to the lands described in the lease-option agreement in favor of Aerojet. Upon receipt of a cashier's check in the amount of One Million Two Hundred Forty Six Thousand Three Hundred Eight and 88/100 Dollars ($1,246,308.88) drawn on the First National Bank of Miami, and made payable to the State of Florida Board of Trustees of the Internal Improvement Trust Fund and the State of Florida Board of Education, a deed was executed and delivered to Aerojet.

10. On June 9, 1972, Metropolitan Dade County instituted a mandamus proceeding in the Supreme Court of Florida against the members of the state boards alleging its rights pursuant to Section 253.111, F.S.A., to acquire the "Aerojet lands" for public purposes; Aerojet was not made a party to these proceedings. Dade County contended that its right under the statute was "prior to and supersedes any right of interest of Aerojet General Corporation to acquire these lands." The members of the state boards on June 22, 1972, filed their return in the mandamus action reciting the following:

"At the time the petition (mandamus) was filed, respondents were under order of the United States District Court for the Northern District of Florida, issued on June 7, 1972, pursuant to Rule 70, Federal Rules of Civil Procedure, to deed the land in question to Aerojet-General Corporation within fifteen days.

"Pursuant to that order a fee simple deed was executed and delivered by the appointed commissioner to Aerojet-General Corporation on June 21, 1972."

However, on October 11, 1972, the Florida Supreme Court issued the writ of mandamus sought by Dade County against the members of the state boards. State ex rel. Metropolitan Dade County v. Askew et al., 267 So.2d 827 (Fla. 1972).

The Board of Trustees of the Internal Improvement Trust Fund was ordered to offer the land to Dade County in accordance with the provisions of Section 253.111, F.S.A. No mention was made with regard to those lands held by the State Board of Education. And the Florida Court specifically did not discuss any of the matters pertinent to the specific performance suit before this Court. Rather, the basis for the issuance of the writ was stated as follows:

"(O)ur study of the contract itself leads us to conclude that

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