Equal Rights Center v. NILES BOLTON ASSOCIATES

• Decision Date: 19 April 2010
• Docket Number: No. 09-1453.,09-1453.
• Parties: EQUAL RIGHTS CENTER, a not for profit corporation; American Association of People with Disabilities, a not for profit corporation; United Spinal Association, a not for profit corporation, Plaintiffs, and Archstone Multifamily Series I Trust; Archstone, Defendants-Appellants, v. NILES BOLTON ASSOCIATES, a Georgia Corporation, Defendant-Appellee, and Clark Realty Builders, LLC, a Maryland Corporation; Vika Incorporated, a Maryland Corporation; Meeks Partners, f/k/a Kaufman Meeks and Partners, a Texas partnership; National Multi Housing Council, Defendants.
• Court: U.S. Court of Appeals — Fourth Circuit

602 F.3d 597

EQUAL RIGHTS CENTER, a not for profit corporation; American Association of People with Disabilities, a not for profit corporation; United Spinal Association, a not for profit corporation, Plaintiffs, and
Archstone Multifamily Series I Trust; Archstone, Defendants-Appellants,
v.
NILES BOLTON ASSOCIATES, a Georgia Corporation, Defendant-Appellee, and
Clark Realty Builders, LLC, a Maryland Corporation; Vika Incorporated, a Maryland Corporation; Meeks Partners, f/k/a Kaufman Meeks and Partners, a Texas partnership; National Multi Housing Council, Defendants.

No. 09-1453.

United States Court of Appeals, Fourth Circuit.

Argued: January 27, 2010.

Decided: April 19, 2010.

602 F.3d 598

ARGUED: David M. Gossett, Mayer Brown, LLP, Washington, D.C., for Appellants. Charles E. Rogers, Smith, Currie & Hancock, LLP, Atlanta, Georgia, for Appellee. ON BRIEF: Andrew A. Nicely, Gary A. Winters, Mayer Brown, LLP, Washington, D.C., for Appellants. Russell S. Drazin, Jackson & Campbell, PC, Washington, D.C., for Appellee.

Before NIEMEYER, KING, and SHEDD, Circuit Judges.

Affirmed by published opinion. Judge SHEDD wrote the opinion, in which Judge NIEMEYER and Judge KING joined.

SHEDD, Circuit Judge:

Archstone Multifamily Series I Trust and Archstone (collectively referred to as "Archstone") appeal an order of the district court granting summary judgment in favor of Niles Bolton Associates, Inc. ("Niles Bolton"). Archstone also appeals the district court's denial of its motion to amend its complaint to include a claim for contribution. In granting summary judgment, the court concluded that Archstone's state-law claims are preempted by the Fair Housing Act ("FHA"), 42 U.S.C. § § 3601 et seq., and the Americans with Disabilities Act ("ADA"), 42 U.S.C. §§ 12101 et seq.; in denying the motion to amend, the court concluded that allowing Archstone to amend its complaint would be prejudicial to Niles Bolton and, in any event, futile. For the following reasons, we affirm.

I.

Archstone develops and owns multi-family housing projects throughout the United States. Archstone hired Niles Bolton as its architect to design a number of multi-family apartment buildings on the East Coast in the 1990s. In 2004, the Equal Rights Center and several other disability advocacy groups ("Equal Rights plaintiffs") filed this lawsuit against Archstone, Niles Bolton, various contractors, and other architects used by Archstone, alleging that these entities failed to design and

602 F.3d 599

construct 71 apartment buildings so that they would be accessible to persons with disabilities in compliance with the FHA and ADA

Archstone and the Equal Rights plaintiffs entered into a Consent Decree to settle the lawsuit covering the 71 apartment communities, 15 of which were designed by Niles Bolton. Under the settlement, Archstone was required, inter alia, to retrofit the 71 properties to make them compliant with the FHA and ADA and pay the plaintiffs $1.4 million to cover damages, attorneys' fees, and expenses. Archstone has retrofitted a majority of the 71 properties and is in the process of retrofitting the remainder. According to Archstone, the costs of the retrofits at the sites designed by Niles Bolton exceed $2.5 million. Niles Bolton was not a party to the settlement between Archstone and the Equal Rights plaintiffs. However, Niles Bolton later entered into a separate Consent Decree with the Equal Rights plaintiffs that did not include any admission of liability.

Following settlement with the Equal Rights plaintiffs, Archstone filed a cross-claim against Niles Bolton asserting four state-law causes of action: (1) express indemnity; (2) implied indemnity; (3) breach of contract; and (4) professional negligence. The express indemnity claim focuses on clauses in the contracts between Niles Bolton and Archstone in which Niles Bolton promised to "make good any defects in its services resulting from the failure of the Architect or any of its Consultants to perform their respective services in a manner that is commensurate with the professional standard of care" and to "indemnify" Archstone "from and against all losses, claims, liabilities, injuries, damages and expenses, including attorneys' fees and litigation costs . . . arising out of or resulting from or in connection with, the performance, or failure to perform, by the Architect or its employees." J.A. 37, 51-52. Niles Bolton and Archstone also agreed that "designs or specifications furnished by the Architect found to be negligent will be promptly corrected by the Architect at no cost to the Owner, and the Architect will be responsible to the Owner for all damages, if any, resulting from such defective designs or specifications." J.A. 148. They further agreed that "any designs or specifications furnished by the Architect which contain errors in coordination of details or dimensional errors will be promptly corrected by the Architect at no cost to the Owner". Id.

Archstone's implied indemnity claim rests on the principle that Niles Bolton "bears a substantially greater share of responsibility for any failure of the Properties to be designed according to the requirements of the FHA and the ADA, given Niles Bolton's superior knowledge, skill and involvement in the design of the properties." J.A. 369. The breach of contract claim, as alleged by Archstone, arises because Niles Bolton breached the warranties under its contracts with Archstone by failing to design properties that are in compliance with the FHA and ADA. Finally, Archstone's professional negligence claim results from Niles Bolton's alleged "failure to exercise the level of professional skill and care required of an architect" to design the properties in question in a manner that conforms to the requirements of the FHA and ADA. J.A. 370. For these state-law causes of action, Archstone sought (1) to recover damages, attorney's fees and costs paid by Archstone to the Equal Rights plaintiffs, (2) to recover costs it incurred retrofitting those portions of the Properties improperly designed by Niles Bolton, and (3) to be indemnified for costs that Archstone will incur to modify the remainder of the properties designed

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by Niles Bolton that have yet to be retrofitted

After Archstone filed its cross-claim, the parties conducted discovery for approximately three years. During the course of discovery, Niles Bolton sought to compel Archstone to disclose evidence regarding Archstone's allocation of damages among itself, Niles Bolton, and any other party. Archstone resisted these discovery requests by arguing that it was seeking damages for the 15 of 71 properties that Niles Bolton designed and all related settlement amounts, attorneys' fees, and costs paid to the Equal Rights plaintiffs, as well as the costs of retrofitting the 15 properties designed by Niles Bolton. The district court affirmed the magistrate judge's grant of a protective order to Archstone because the allocation of damages was irrelevant to a claim for indemnity. The district court further noted that "there is no suggestion in the magistrate's discovery rulings that the court perceived there to be a contribution claim presented by Archstone." Equal Rights Center v. Archstone Smith Trust, et al., 603 F.Supp.2d 814, 819 (D.Md.2009).

Three weeks after the close of discovery and on the eve of the deadline for dispositive motions, Archstone filed a motion for leave to amend its cross-claim to include a claim for contribution. Under the amended complaint, Archstone sought to recover contribution on the same grounds as its original claims. In a memorandum order, the district court denied the motion for leave to amend on the ground that it would result in prejudice to Niles Bolton. According to the court, because a claim for contribution requires an analysis of the relative fault of the parties while a claim for indemnification does not, amending the complaint to add this claim would require additional discovery of the type previously rejected by the court because of its view that Archstone was seeking only indemnification rather than contribution. Because Archstone did not move for leave to amend the complaint until after three years of discovery and on the eve of dispositive motions, the court held that the amendment would prejudice Niles Bolton. Further, the court held that even if there were no prejudice, a state-law claim for contribution would be futile because it would be preempted under federal law.

The district court also granted summary judgment in favor of Niles Bolton. The court reasoned that although styled as state-law claims for...