Jack's Canoes & Kayaks, LLC v. Nat'l Park Serv.

• Decision Date: 08 April 2013
• Docket Number: Civil Action No. 13–00130(CKK)
• Citation: 937 F.Supp.2d 18
• Court: U.S. District Court — District of Columbia
• Parties: JACK'S CANOES & KAYAKS, LLC, Plaintiff, v. NATIONAL PARK SERVICE, and National Park Foundation, Defendants.

937 F.Supp.2d 18

JACK'S CANOES & KAYAKS, LLC, Plaintiff,

v.NATIONAL PARK SERVICE, and National Park Foundation, Defendants.

Civil Action No. 13–00130(CKK)

United States District Court, District of Columbia.

April 8, 2013.

Charles Henry Camp, Sr., Law Offices of Charles H. Camp, P.C., Washington, DC, for Plaintiff.

Wynne Patrick Kelly, U.S. Attorney's Office, Washington, DC, for Defendant.

MEMORANDUM OPINION

COLLEEN KOLLAR–KOTELLY, District Judge.

Plaintiff Jack's Canoes & Kayaks, LLC (“Plaintiff”) filed suit against the National Park Service (“NPS”), the National Park Foundation (“NPF”), and the District of Columbia (“District”) relating to purportedly illegal attempts by the NPS and NPF (together the “Park Defendants”) to terminate a lease under which Plaintiff claims to have been a tenant since April 2007. See Compl., ECF No. [1]. Presently before the Court is the Park Defendants' [22] Motion to Dismiss, 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. Upon consideration of the parties' submissions, the relevant authorities, and the record as a whole, the Court shall GRANT–IN–PART and DENY–IN–PART the Park Defendants' motion to dismiss.¹

Specifically, the Court agrees that Plaintiff lacks constitutional standing to request a declaratory judgment that jurisdiction for administration and maintenance of the Georgetown Waterfront Park, including the lot in which Plaintiff asserts a leasehold interest, was never effectively transferredby the District to NPS (or that if it was, such jurisdiction has since reverted to the District). Accordingly, the Court shall GRANT the Park Defendants' motion to dismiss insofar as it requests dismissal of Plaintiff's request for a declaratory judgment invalidating this transfer of jurisdiction.

Because the Court finds based on the present record that Plaintiff possesses standing to pursue the remainder of its claims against the Park Defendants, the Court shall DENY the Park Defendants' motion to dismiss those claims on standing grounds.

The Park Defendants' motion is also DENIED insofar as it seeks dismissal of Plaintiff's tort claims against NPF, as the Court finds that NPF, a 501(c)(3) non-governmental organization, is not entitled to sovereign immunity for those claims. Although the close relationship between NPS and NPF warrants like analysis of Plaintiff's claims against them for many purposes, the Park Defendants have improperly amalgamated the two entities for purposes of their sovereign immunity analysis.

Finally, in the course of considering the remainder of the arguments asserted in the Park Defendants' motion, the Court has found that the parties' pleadings are not in direct conversation in certain key respects. The Court has taken pains to determine the applicability of the Park Defendants' arguments to Plaintiff's Complaint but ultimately cannot do so due to Plaintiff's failure, both in its Complaint and briefing, to adequately articulate the legal and factual grounds for its claims. For this reason, the Court shall require Plaintiff to file a notice with the Court which shall clarify the precise contours of the claims Plaintiff intends to pursue in this action, in accordance with the specific instructions set forth in this Memorandum Opinion and accompanying Order. Accordingly, the Court shall DENY–WITHOUT–PREJUDICE the remainder of the Park Defendants' motion to dismiss, with leave to re-file after tailoring the motion to speak to the claims and arguments that Plaintiff actually intends to pursue in this action.

I. BACKGROUND

The Court shall restate the factual and procedural background of this case as set forth in its [29] March 28, 2013 Memorandum Opinion, 933 F.Supp.2d 58, 2013 WL 1245859 (D.D.C.2013), to the extent here relevant. Unless otherwise indicated, all facts set forth below are taken from Plaintiff's Complaint and are presumed true for purposes of the Court's consideration of the instant motion.

Since April 2007, when Plaintiff was incorporated as a limited liability corporation, Plaintiff has operated a boathouse business offering canoe and kayak rentals, tours, storage, and other related services at 3500 K St. N.W., Washington, D.C. Compl. ¶¶ 9, 17, 30. Plaintiff's operations occur on two adjacent parcels of land on the Georgetown Waterfront: Lot 806 (which Plaintiff owns) and Lot 805 (which is owned by the District but managed by NPS pursuant to a transfer of administrative jurisdiction over several acres of land that constitute the Georgetown Waterfront Park). See Compl. ¶¶ 9, 12, 23–28.

By way of background, Plaintiff succeeded an individual by the name of Frank Baxter in the ownership and operation of the business that was started by Frank Baxter's mother and father, John and Norma Baxter, in 1945. Id. ¶ 19. In 1973, as part of a compromise with the District, which wanted to take Lot 805 for the construction of Whitehurst Freeway, the District agreed to buy Lot 805 from John and Norma Baxter and to lease it back to them so that they could continue to own and operate the boathouse. Id. ¶ 20. On August 28, 1973, John and Norma Baxter deeded Lot 805 in fee simple to the District for $244,160.00. Id. ¶ 21. On October 1, 1973, the District and the Baxters entered into a lease with respect to Lot 805 (the “Lease”). Id. & Pl.'s Mem., Ex. 4 (Lease).

The Lease, the “express purpose” of which is described as “permitting a temporary lease of the hereinafter described premises” by the Baxters for boat rentals and related activities, states in pertinent part: “[T]he District does hereby grant unto the Lessee, use and occupancy of [Lot 805], commencing October 1, 1973 and continuing thereafter from month to month for sum of $275.00 ($275.00) per month[.]” Pl.'s Mem., Ex. 4 (Lease), at 1. Beginning April 1, 1982, the monthly payment amount increased to $356.00 pursuant to a letter amendment to the Lease sent by the District and countersigned by John and Norma Baxter. Id. at 5.

On September 10, 1985, the District of Columbia Council passed Resolution 6–284 (the “1985 Resolution”), which was intended to initiate a transfer of administrative jurisdiction over a number of land parcels on the Georgetown Waterfront, including Lot 805, to the NPS for the purpose of establishing and maintaining the Georgetown Waterfront Park. Compl. ¶ 24 & Pl.'s Mem., Ex. 7 (D.C. Council Resolution 6–284 (Sept. 10, 1985)). The 1985 Resolution states, in relevant part, that “Jurisdiction over ... Lot ... 805 ... shall be transferred to the National Park Service 5 years after the effective date of this resolution unless ... suitable sites and facilities have not been obtained for the relocation of those public works facilities now located on the parcels of land that are part of the Georgetown Waterfront Park.” Pl.'s Mem., Ex. 7 (D.C. Council Resolution 6–284 (Sept. 10, 1985)), at 2. The 1985 Resolution further states that it is “contingent upon an exchange of letters” between the District of Columbia Mayor and the Regional Director of NPS, which were to memorialize the agreement on several matters—including, inter alia, that the transferred land be used only for public park and related purposes; that the District assign its existing leases on the land to the NPS and the NPS dedicate all revenues from those leases to park development; and that NPS assume responsibility to repair and maintain all wharves, piers, bulkheads, and similar structures located on the transferred land. Id. at 3–4. The letters were also to include “conditions, including a reversion of jurisdiction to the District ... which fully protect the District ... in the event ... of ... an [a]mendment or cancellation of [a] January 7, 1985 deed [of easements] between Washington Harbour Associates [a District of Columbia partnership], Georgetown Potomac Company, Mount Clare Properties (D.C.) Inc., and the United States of America[.]” Id. at 3.

A letter agreement from the NPS dated May 18, 1987 and countersigned by the District of Columbia Mayor on July 2, 1987 (the “1987 Letter”) set forth the parties' agreements to the conditions of transfer stated in the 1985 Resolution. See Pl.'s Mem. Ex. 8 (Letter from Manus J. Fish, NPS Regional Director to Hon. Marion S. Barry, Mayor of the District of Columbia (May 18, 1987)). According to both the District and the Park Defendants, the actual transfer of administrative jurisdiction was properly executed in 1999. See Park Defs' Opp'n at 3–4. For reasons described more fully infra Part III.A.2, Plaintiff contends that the transfer process was “procedurally flawed.” See Pl.'s Mem. at 6.

Although both the 1985 Resolution and the 1987 Letter indicate an agreement by the District to assign the Lease to NPS at an undetermined future date, no such direct assignment ever occurred. Instead, on March 30, 2000, the District executed an assignment agreement (“Assignment Agreement”) assigning all of the existing District leases on the land to NPF. See Pl.'s Mem., Ex. 19 (Assignment of Leases Agreement (March 30, 2000)). NPF is a 501(c)(3) non-profit organization that was chartered by Congress in 1967, for the purpose of accepting private gifts “for the benefit of, or in connection with, the National Park Service, its activities, or its services.” An Act to Establish the National Park Foundation, Pub.L. No. 90–209 (1967). The Assignment Agreement states, in pertinent part:

WHEREAS, one of the conditions set forth in the [1985] Resolution was the assignment by the District to NPS of existing District leases at Georgetown Park, and a commitment by NPS to use the lease revenues for park development and maintenance at the Georgetown Park; and ... because NPS has determined that revenues received by NPS from the Leases could not be dedicated for development and maintenance of Georgetown Park, NPS requested that the District assign...