C.F. Folks, Ltd. v. DC Jefferson Bldg., LLC, Case No. 17–cv–1165 (TSC)

• Decision Date: 31 March 2018
• Docket Number: Case No. 17–cv–1165 (TSC)
• Citation: 308 F.Supp.3d 145
• Parties: C.F. FOLKS, LTD., Plaintiff, v. DC JEFFERSON BUILDING, LLC, Defendant.
• Court: U.S. District Court — District of Columbia

308 F.Supp.3d 145

C.F. FOLKS, LTD., Plaintiff,

v.DC JEFFERSON BUILDING, LLC, Defendant.

Case No. 17–cv–1165 (TSC)

United States District Court, District of Columbia.

Signed March 31, 2018

Ashley E. Wiggins, Griffin, Murphy, Moldenauer & Wiggins LLP, Washington, DC, for Plaintiff.

Kevin Michael Fitzpatrick, The Fitzpatrick Law Office, P.C., Fairfax, VA, Roya Vasseghi, Stephen D. Charnoff, Rees Broome, P.C., Tysons Corner, VA, for Defendant.

MEMORANDUM OPINION

TANYA S. CHUTKAN, United States District Judge

This case involves a dispute between a tenant, Plaintiff C.F. Folks, Ltd., and its landlord, Defendant DC Jefferson Building, LLC. Plaintiff seeks declaratory and injunctive relief, arguing that Defendant's refusal to permit Plaintiff's patrons access to its building's third-floor restrooms after normal business hours is unreasonable, arbitrary, and violates the written and unwritten terms of the parties' leasing arrangement. ECF No. 1–1 (Compl.). Defendant moves to dismiss Plaintiff's Complaint pursuant to Federal Rule of Civil Procedure 12(b)(1) for lack of subject matter jurisdiction and Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which relief can be granted. ECF No. 4–1 (Mot.). For the reasons explained below, the court will GRANT Defendant's motion to dismiss.

I. BACKGROUND

Since May 1981, Plaintiff has owned and operated C.F. Folks Restaurant, a lunchtime restaurant/café contained within commercial property located at 1225 19th Street NW, Washington, D.C (the "Building"). Compl. ¶¶ 2, 4, 6. Over the years, C.F. Folks Restaurant has leased space in the Building from several different persons and entities. Compl. ¶ 5. Defendant has owned the Building and served as Plaintiff's landlord since on or about January 8, 2009. Compl. ¶ 18.

The terms of the parties' leasing arrangement are contained in six documents: (1) the original lease agreement, dated June 18, 1990; (2) a First Amendment to the original lease agreement, dated October 31, 1999; (3) a Second Amendment to the original lease agreement, dated July 31, 2006; (4) a Third Amendment to the original lease agreement, dated February 2008; (5) a settlement agreement (the "Settlement Agreement"), dated February 2008; and (6) a Fourth Amendment to the original lease agreement, dated January 26, 2010. Compl. ¶ 19. Most relevant to this action, section 5 of the Settlement Agreement provides:

Contingent upon C.F. Folks maintaining the garage level one restroom in a workable and sanitary manner in accordance with its obligations under the Lease, patrons of C.F. Folks may also use those restrooms on the third floor level of the Building.

Such right to use the third floor restrooms is subject to Landlord's discretion and Landlord may revoke such right if: (1) such use interferes with other tenants in the building, or (2) C.F. Folks fails to maintain the garage level one restroom in accordance with the provisions outlined in paragraph 4 of this Settlement Agreement and the Lease. Landlord shall provide 60 days' notice of any revocation of C.F. Folks' right to use the third floor restrooms. In the event that Landlord revokes the right of C.F. Folks to use the third floor restrooms, such revocation of those rights shall not apply to any C.F. Folks' customer who, by reason of handicap or other physical disability, cannot use the garage level one restrooms.

Compl. Ex A at ¶ 5.

According to Plaintiff, section 5 of the Settlement Agreement memorialized its unwritten understanding with its prior landlords that, pursuant to the District of Columbia Building Code and the Americans with Disabilities Act ("ADA"), its patrons and employees are required to have access to two restrooms—at least one of which is ADA-compliant.¹ Compl. ¶¶ 6, 11, 13. Under the lease terms, Plaintiff has always had exclusive access to one of two single-occupancy restrooms located on the garage level (one level below C.F. Folks Restaurant) of the Building. Compl. ¶ 7. Neither of those restrooms are capable of becoming ADA-compliant. Compl. ¶¶ 7, 12. In the past, Plaintiff's patrons were permitted to use restrooms located on either the second or third floors of the Building. Compl. ¶ 10. Through the 2008 Settlement Agreement, Plaintiff's patrons were given, in writing, formal access to the Building's third-floor restrooms—at least one of which is ADA-compliant. Compl. ¶¶ 11, 13. Currently, Plaintiff's patrons—both those with and without disabilities—have unrestricted access to the garage-level and third-floor restrooms during normal business hours.² Compl. ¶ 20; Compl. Ex. C.

Since 2014, Plaintiff has sought to expand its restaurant's operating hours from strictly lunchtime hours to 6 a.m. to 11 p.m. on Sunday through Thursday, and 6 a.m. to 2 a.m. on Friday and Saturday. Compl. ¶ 21; Compl. Ex. D at 2. The restaurant also planned to begin serving alcoholic beverages during these expanded hours. Compl. Ex. D at 1–2. Finding section 5 of the Settlement Agreement ambiguous as to whether restaurant patrons were permitted to use the third-floor restrooms after normal business hours, ECF No. 7 (Opp.) at 9, Plaintiff expressly requested "after office hours" use of the third-floor restrooms. Compl. ¶ 22. In an August 1, 2016 letter, Defendant agreed to Plaintiff's request, but only for those patrons who are unable to access the garage-level restroom due to a handicap and who are accompanied by a C.F. Folks Restaurant employee. Compl. Ex. C. In the letter, Defendant stated that "[t]he safety of the building's tenants is of paramount importance," and explained that permitting unrestricted after-hours access to the third-floor restrooms presented safety concerns, since the Building had no night security guard and Plaintiff's patrons may have consumed alcohol. Compl. Ex. C. Even after Plaintiff agreed not to serve alcoholic beverages, Compl. Ex. D at 2, Defendant maintained its position that use of the third-floor restrooms after normal business hours would be limited to those who are disabled and accompanied by a C.F. Folks employee, see Compl. Ex. E. Plaintiff alleges that as a result of Defendant's continued position regarding after-hours restroom access, Plaintiff has been unable to expand its restaurant's operating hours due to its fear of litigation relating to the District of Columbia's Building Code, the ADA, and personal injury claims. See Compl. ¶¶ 43, 47.

Plaintiff requests declaratory and injunctive relief to address Defendant's "unreasonable and arbitrary" position. Specifically, in Counts I and II of the Complaint, Plaintiff asks this court to declare (1) "Defendant's conduct to be in violation of the express terms of the parties' settlement agreement and in contradiction to the previously-described, well-understood custom between the parties," and that (2) "Defendant has unreasonably and arbitrarily exercised its contractual discretion to condition Plaintiff's use of the third floor bathrooms in a manner that has directly harmed Plaintiff's business interests within its restaurant/café." Compl. at 11, 13. Plaintiff also requests an injunction "restraining Defendant from taking any action [ ] designed to hinder or otherwise prevent Plaintiff from acting in compliance with the Americans with Disabilities Act and the District's building code." Compl. at 14.

II. LEGAL STANDARD

A. Rule 12(b)(1)

Pursuant to Federal Rule of Civil Procedure 12(b)(1), a defendant may move to dismiss a complaint for lack of subject matter jurisdiction. The law presumes that "a cause lies outside [a federal court's] limited jurisdiction" unless the party asserting jurisdiction establishes otherwise.

Kokkonen v. Guardian Life Ins. Co. of Am. , 511 U.S. 375, 377, 114 S.Ct. 1673, 128 L.Ed.2d 391 (1994) ; see also Georgiades v. Martin–Trigona , 729 F.2d 831, 833, n.4 (D.C. Cir. 1984) ("It is the burden of the party claiming subject matter jurisdiction to demonstrate that it exists."). In evaluating a motion to dismiss under Rule 12(b)(1), a court must assume the truth of all factual allegations and must review " ‘the complaint liberally, granting plaintiff the benefit of all inferences that can be derived from the facts alleged.’ " Am. Nat'l Ins. Co. v. FDIC , 642 F.3d 1137, 1139 (D.C. Cir. 2011) (quoting Thomas v. Principi , 394 F.3d 970, 972 (D.C. Cir. 2005) ). Nevertheless, " ‘the court need not accept factual inferences drawn by plaintiffs if those inferences are not supported by facts alleged in the complaint, nor must the [c]ourt accept plaintiff's legal conclusions.’ " Disner v. United States , 888 F.Supp.2d 83, 87 (D.D.C. 2012) (quoting Speelman v. United States , 461 F.Supp.2d 71, 73 (D.D.C. 2006) ). Finally, a court "may consider materials outside the pleadings in deciding whether to grant a motion to dismiss for lack of jurisdiction." Jerome Stevens Pharm., Inc. v. FDA , 402 F.3d 1249, 1253 (D.C. Cir. 2005) (citation omitted).

B. Rule 12(b)(6)

Rule 12(b)(6) permits a party to move for dismissal on the grounds that the complaint has failed "to state a claim upon which relief can be granted." Fed. R. Civ. P. 12(b)(6). A Rule 12(b)(6) motion "tests the legal sufficiency of a complaint." Browning v. Clinton , 292 F.3d 235, 242 (D.C. Cir. 2002). To withstand a motion to dismiss under Rule 12(b)(6), "a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (internal quotation marks and citation omitted). A claim is facially plausible "when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id. ; see also Rollins v. Wackenhut Servs., Inc. , 703 F.3d 122, 129–130 (D.C. Cir. 2012).

III. ANALYSIS

A. Counts I and II—Requests for Declaratory Judgments

Defendant argues that the court should dismiss Counts I and II for lack of subject matter jurisdiction because Pla...