COLUMBIA TENANTS' v. COLUMBIA LTD. P'SHIP

• Decision Date: 17 February 2005
• Docket Number: No. 03-CV-1296.,03-CV-1296.
• Citation: 869 A.2d 329
• Parties: COLUMBIA PLAZA TENANTS' ASSOCIATION, Appellant, v. COLUMBIA PLAZA LIMITED PARTNERSHIP, et al., Appellees.
• Court: D.C. Court of Appeals

869 A.2d 329

COLUMBIA PLAZA TENANTS' ASSOCIATION, Appellant, v. COLUMBIA PLAZA LIMITED PARTNERSHIP, et al., Appellees.

No. 03-CV-1296.

District of Columbia Court of Appeals.

Argued January 14, 2005.

Decided February 17, 2005.

Elizabeth Figueroa, Washington, DC, for appellant.

Eric Von Salzen, Washington, DC, with whom Marta I. Tanenhaus, was on the brief, for appellees Columbia Plaza Limited Partnership and CP Real Estate, LLC.

Vincent Mark J. Policy, Washington, DC, with whom M. Ryan Jenness, was on the brief, for appellee George Washington University.

J. Michael Hannon, Washington, DC, filed an amicus curiae brief for Foggy Bottom Association, in support of appellant.

Before SCHWELB and REID, Associate Judges, and KING, Senior Judge.

REID, Associate Judge:

Columbia Plaza Tenants' Association ("Tenants' Association") appeals from the judgment of the Superior Court of the District of Columbia granting appellees'¹ cross-motions for summary judgment. In essence, the Tenants' Association contends that the motions judge misconstrued a District law pertaining to a tenant's opportunity to purchase property prior to its sale, and that an agreement between identified limited partners of the Partnership and GWU, which allegedly was a "master lease," constituted a "sale" within the meaning of D.C.Code § 42-3404.02. Discerning no error on the part of the motions judge, we affirm the judgment of the Superior Court.

FACTUAL SUMMARY

The record on appeal shows that the Partnership acquired ownership of an apartment complex or rental housing accommodation, known as Columbia Plaza Apartments, which consists of 800 apartment units in several buildings located at 2301 E Street, 500 23rd Street, 2400 Virginia Avenue, 2440 Virginia Avenue, and 2450 Virginia Avenue, in the Northwest quadrant of the District of Columbia. The limited partners of the partnership generally are composed of individuals, joint ventures, trusts, and other arrangements; the limited partners do not control the management or operations of the Partnership. The administrative arm of the Partnership is its General Partner. As of December 1999, the Partnership's sole General Partner was Dr. Laszlo N. Tauber.²

On December 17, 1999, various limited partners of the Partnership, the Partnership itself through its General Partner, Dr. Tauber, and GWU, executed an agreement for the sale of certain partnership interests ("the Agreement"). The Agreement was amended to bring the total interest in the Partnership which was sold to GWU to 28.5559354%. Subsequently, as of January 11, 2000, CP Real Estate had replaced Dr. Laszlo Tauber as General Partner,³ and on February 16, 2000, the Gould Properties Limited Partnership also became a General Partner of the Partnership.

The Tenants' Association filed suit against the Partnership, GWU, and CP Real Estate in December 2002. The complaint alleged that "[o]n information and belief, Defendant executed a secret contract ... with GWU which permits GWU to operate a de facto student dormitory at the [Columbia Plaza Apartment complex]." The complaint contained two counts. The first count alleged a violation of D.C.Code § 42-3404.02 (2001), commonly known as the Tenant Opportunity to Purchase and Sale Act ("TOPA"), in that the Agreement allegedly constituted a "sale," and the Partnership and its General Partner failed to give the required notice of offer of sale to the tenants prior to the execution of the agreement with GWU.

Between July and September 2003, the parties filed cross-motions for summary judgment. On October 15, 2003, the motions judge docketed a memorandum denying the Tenants' Association's motion, but granting the cross-motions of the Partnership and CP Real Estate, and GWU. The court focused on the meaning of a "sale" under D.C.Code § 42-3404.02(b) and (c). The court's discussion also centered on Article 15 of the Agreement. After analyzing the applicable statutory provisions and the pertinent section of the agreement, the court concluded that there was no "sale" under TOPA because the Partnership and its General Partner did not "relinquish possession of the [Columbia Plaza Apartment complex]," within the meaning of D.C.Code § 42-2404.02(b)(1). And, the court determined that under the Agreement, "GWU `continue[s] the management of the Columbia Apartments.'" Furthermore, the court declared that the agreement did not "extend[ ] an option [to GWU] to purchase an ownership interest in the [Columbia Plaza Apartment complex]" under D.C.Code § 42-3404.02(b)(5). At most, GWU had "a contingent option." While the motions court did not explicitly examine whether the Agreement rose to the level of a "master lease" within the meaning of D.C.Code § 42-3404.02(c), it implicitly rejected that possibility by pointing out that: "A `sale' also includes a `master lease' which meets some, but not all, of the factors described in [D.C.Code § 42-3404.02(b)]." Since the factors set forth in § 42-3402.02(b)(2), (3), (4), and (6) are not raised by the Agreement, and the trial court concluded that subsections (1) and (5) in § 42-3402.02 were not met in this case, the judge implicitly concluded that the requirements of § 42-3404.02(c) were not satisfied.

ANALYSIS

The Tenants' Association mainly contends that, despite its title, the Agreement "is ... a master lease within the meaning of the District's Rental Housing Conversion and Sale Act such that tenants' rights to purchase [the Columbia Plaza Apartment complex] were triggered." Hence, the Tenants' Association maintains that the motions court erred in granting summary judgment to appellees. Appellees primarily argue that the said agreement is not a master lease and that a "sale" within the meaning of the TOPA did not occur. Thus, the trial court properly granted appellees' cross-motions for summary judgment.

We "review a grant or denial of a motion for summary judgment de novo to determine whether any genuine issue of material fact exists and whether the prevailing party was entitled to judgment as a matter o[f] law." Evans v. Medical Inter-Ins. Exch., 856 A.2d 609, 612 (D.C.2004) (citing Herbin v. Hoeffel, 806 A.2d 186, 190 (D.C.2002) (other citation omitted)). In this case, "[w]e review the record in the light most favorable to the appellant ..., drawing all reasonable inferences in [the Tenants' Association's] favor." Id. (citing Herbin, supra, 806 A.2d at 191 (other citation omitted)). "We will affirm the entry of summary judgment if there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law." Kelley v. Broadmoor Co-op. Apartments, 676 A.2d 453, 456 (D.C.1996) (citations and internal quotation marks omitted).

In interpreting statutory provisions, we are guided by several fundamental legal principles. "We look to the plain meaning of a statute first, construing words according to their ordinary meaning." Boyle v. Giral, 820 A.2d 561, 568 (D.C.2003) (citing J. Parreco & Son v. Rental Hous. Comm'n, 567 A.2d 43, 45 (D.C.1989)). "The literal words of [a] statute, however, are not the sole index to legislative intent, but rather, are to be read in the light of the statute taken as a whole, and are to be given a sensible construction and one that would not work an obvious injustice." Id. (citing District of Columbia v. Gallagher, 734 A.2d 1087, 1091 (D.C.1999) (other citations, footnotes and internal quotation marks omitted)). "In addition, we must inquire whether our interpretation is `plainly at variance with the policy of the legislation as a whole' requiring that we remain faithful more to the purpose than the word." West End Tenants Ass'n v. George Washington Univ., 640 A.2d 718, 726 n. 14 (D.C.1994) (quoting United States v. American Trucking Ass'ns, Inc., 310 U.S. 534, 543, 60 S.Ct. 1059, 84 L.Ed. 1345 (1940)). Consequently, "[i]n appropriate cases, we also consult the legislative history of a statute." Abadie v. District of Columbia Contract Appeals Bd., 843 A.2d 738, 742 (D.C.2004) (citing Kelly v. District of Columbia, 765 A.2d 976, 978 (D.C.2001)).

The Statutory Framework and its Background

In 1980, the Council of the District of Columbia enacted the Rental Housing Conversion and Sale Act of 1980 ("the Act"), D.C. Law 3-86, September 10, 1980, 27 DCR 2975 (1980), Title IV of the Act is known as the Tenant Opportunity to Purchase Act of 1980 ("TOPA"). Section 401 of the Act, 27 DCR 2991 (1980). The Act generally is designed to address the "continuing housing crisis in the District of Columbia" and the "severe shortage of rental housing available to the citizens of the District of Columbia." Section 101(a) and (b) of the Act, 27 DCR 2975 (1980). TOPA requires the "owner of a housing accommodation" to "give the tenant an opportunity to purchase the accommodation ..." prior to its sale. Section 402 of the Act.⁴ In 1989, TOPA was amended by adding a new subsection (b) (the "Tenant Opportunity to Purchase Clarification Amendment Act of 1989") which sought to define the words "sale" and "sell." Subsection (b) specified:

For the purposes of this subchapter, the terms "sell" or "sale" includes the execution of any agreement that assigns, leases, or encumbers property, pursuant to which the owner:

(1) Relinquishes possession of the property;

(2) Extends an option to purchase the property for a sum certain at the end of the assignment, lease, or encumbrance and provides that a portion of the payments received pursuant to the agreement is to be applied to the purchase price;

(3) Assigns all rights and interests in all contracts that relate to the property;

(4) Requires that the costs of all taxes and other government charges assessed and levied against the property during the term of the agreement are to be paid by the lessee either directly or through a surcharge paid to the owner;

(5) Extends an option to purchase an ownership interest in the property, which may be exercised at any time after execution of the

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