PENNSYLVANIA AVE., ETC. v. One Parcel of Land

• Decision Date: 21 March 1980
• Docket Number: Civ. A. No. 79-2645.
• Parties: PENNSYLVANIA AVENUE DEVELOPMENT CORPORATION, Plaintiff, v. ONE PARCEL OF LAND IN the DISTRICT OF COLUMBIA et al., Defendants.
• Court: U.S. District Court — District of Columbia

494 F. Supp. 45

PENNSYLVANIA AVENUE DEVELOPMENT CORPORATION, Plaintiff, v. ONE PARCEL OF LAND IN the DISTRICT OF COLUMBIA et al., Defendants.

Civ. A. No. 79-2645.

United States District Court, District of Columbia.

March 21, 1980.

J. Hampton Baumgartner, Jr., Stanley J. Fineman, Charles A. Camalier, III, Washington, D.C., for trustees of Estate of Henry K. Willard, owner.

J. Roy Thompson, Jr., Julian E. Markham, Jr., Washington, D.C., for Metropolitan Parking Inc., Lessee.

Robert E. Cohn, Washington, D.C., for Gal-Tex Hotel Corp. d/b/a Hotel Washington.

Robert J. Harlan, Jr., Washington, D.C., for District of Columbia.

C. Keith McLendon, John D. Gilmore, Jr., Hyattsville, Md., for Elenora Shaffer Carson, successor in interest to E. Whyland Shaffer.

MEMORANDUM OPINION

JOHN H. PRATT, District Judge.

In this condemnation action, plaintiff Pennsylvania Avenue Development Corporation has deposited $1,415,000 in the court registry as estimated compensation for the taking in fee simple absolute of certain land and improvements in the District of Columbia. This case is before us on the motion of defendant Trustees of the Estate of Henry K. Willard for allocation and distribution of these funds and on motions for partial summary judgment by defendants Metropolitan Parking, Inc. and Gal-Tex Hotel Corporation. We must determine who is entitled to a share of the condemnation award. For the reasons discussed below, we have determined that only the owner of the property in fee simple absolute at the time of the condemnation, defendant Trustees, are entitled to the condemnation award.

FACTS

On October 3, 1979, plaintiff Pennsylvania Avenue Development Corporation filed a Complaint for Condemnation and a Declaration of Taking and acquired title in fee simple absolute to the land and premises described on the Records of the Assessor of the District of Columbia as Lot 31, Square 225, located in the District of Columbia. On that date plaintiff also deposited $1,415,000 in the registry of the court as estimated compensation for the taking.¹

The property at issue, which is being taken in implementation of the development plan for the Pennsylvania Avenue Development Area, is located at 1416 F Street, Northwest, and is now used as a parking garage. At the time of the taking, defendant Trustees of the Estate of Henry K. Willard (hereinafter "Trustees") owned the land in fee simple absolute. Defendant Metropolitan Parking, Inc. (hereinafter "MPI"), an assignee of the original lessee,² leased the premises and operated the parking garage. The lease, dated November 25, 1952, provided for a term of 25 years with an option to renew for an additional ten years. The option was exercised, extending the lease to June 30, 1988. MPI seeks compensation for the value of its leasehold while defendant Trustees seek the entire compensation award.

Another defendant claiming a share of the compensation award is Gal-Tex Hotel Corporation, owners and operators of the Hotel Washington, which is located adjacent to the parking garage on Lot 30 of Square 225. Gal-Tex's interest stems from an agreement dated September 24, 1953 between MPI and a predecessor to Gal-Tex, granting such predecessor certain rights of ingress and egress to the parking garage through an entranceway connecting the hotel lobby with the parking garage. The agreement was to run concurrently with the terms of the lease between defendants Trustees and MPI.

Also claiming a share in the compensation award is defendant Elenora Shaffer Carson, successor in interest to E. Whyland Shaffer, one of the two agents designated in Article 3 of the lease to jointly receive a monthly commission during the term of the lease.³

Defendant Trustees have moved for allocation and distribution of funds, requesting an order that the entire condemnation award be paid to them. The other defendants—each claiming a share of the condemnation award — have opposed complete distribution to lessors. Defendants MPI and Gal-Tex have moved for partial summary judgment, seeking a judgment that they are entitled as a matter of law to share in the condemnation award.⁴ We must therefore determine who is entitled to a share of the condemnation award.

ANALYSIS

1. Interest of MPI

Defendant MPI, whose lease on the condemned premises expires June 30, 1988, argues that it is entitled as a matter of law to be compensated for its leasehold interest. It correctly asserts that it is well-established that ". . . the holder of an unexpired leasehold interest in land is entitled . . . to just compensation for the value of that interest when it is taken upon condemnation by the United States." Alamo Land and Cattle Co. v. Arizona, 424 U.S. 295, 303, 96 S.Ct. 910, 916, 47 L.Ed.2d 1 (1976). See United States v. Petty Motor Co., 327 U.S. 372, 66 S.Ct. 596, 90 L.Ed. 729 (1946); A. W. Duckett & Co. v. United States, 266 U.S. 149, 45 S.Ct. 38, 69 L.Ed. 216 (1924). On the other hand, it is also recognized that a lessee may be barred from receiving a share of the condemnation award by a provision in the lease generally referred to as a condemnation clause. See United States v. Petty Motor Co., supra, and the cases cited in footnote 5 at 376, 66 S.Ct. at 599. Such clauses specifically provide that if the property should be taken by eminent domain for public use, in whole or in part, the lease term shall come to an end. Under such clauses, the tenant has no estate or interest surviving the condemnation which entitles him to a portion of the condemnation award.

To determine whether defendant MPI, the lessee, is barred from receiving a portion of the condemnation award by the terms of its lease with the lessor, we focus on the following provisions of the lease:

ARTICLE I

DEFINITIONS

For the purposes hereof, unless the context otherwise requires:

. . . . .

Section 1.04. Any reference herein to the termination of this lease shall be deemed to include any termination hereof by expiration, default, or otherwise.

. . . . .

ARTICLE 20

IMPROVEMENTS VEST IN LESSORS UPON TERMINATION

Section 20.01. Upon termination of this lease by default, lapse of time, or for any reason, all of the right, title and interest of Lessee in and to the premises and the leasehold estate created hereby shall automatically vest in Lessors without the execution of any further instrument, free and clear of all liens and encumbrances (other than those, if any, created by Lessors), but Lessee, nevertheless, shall on demand execute such further assurances of title as may be requisite.

It is clear that none of these provisions constitutes an explicit "condemnation clause." The question facing us is whether these provisions, although not constituting an explicit condemnation clause, nevertheless serve to bar the lessee from any portion of the condemnation award.

At this point we find it appropriate to comment upon our method of analysis in determining this issue. The briefs before us are ripe with maxims and rules of construction purporting to point our way toward the proper rule of law on the instant facts.⁵ The difficulty is, as some commentators have noted,⁶ that for almost every maxim which would lead a court to one conclusion there is a counter-maxim which would lead that same court to a different conclusion, and for a rule of construction pointing in one direction there is often another rule pointing in the opposite direction. The result is that antagonists in the same battle are able to arm themselves to the teeth with maxims and rules of construction which clash head-on with each other, generating a great deal of heat but little light to guide the court.

Without a framework of analysis, unwary courts may be, and occasionally have been, we believe, lead into the trap of basing a judicial holding on a quicksand of generalities, which have regrettably taken on a life of their own in the law.⁷ In this regard, we also note that the parties have cited treatises for broad general propositions in support of their arguments. After careful research of the cited sections, however, we have found that in some instances the strongest or only real support for the generalities expounded in the treatises are in cases which have relied on the treatise(s) as authority.

Mindful of these pitfalls, we have decided to follow the framework of contract analysis outlined in the Restatement of Contracts in interpreting the lease before us.⁸ We do so because we believe a logical framework of analysis is essential at the outset if we are to place the mountain of maxims and rules of construction in their proper perspective and in their proper place. We also select this framework for analysis because we are convinced that the guidelines we follow here are most likely to result in achieving our goal — ascertaining and giving effect to the intention of the parties as expressed in their writing. Liberty National Bank and Trust Company v. Bank of America National Trust and Savings Association, et al., 218 F.2d 831 (10th Cir. 1955). In accord E. P. Hinkel and Company, Inc. v. Manhattan Co., 506 F.2d 201 (D.C.Cir. 1974); Tow v. Miners Memorial Hospital Association, 305 F.2d 73 (4th Cir. 1962); Henson Creek Development Corp. v. Richards, 296 F.Supp. 915 (D.D.C. 1969).

To determine the intent of the parties, we attach to the words in question the ordinary meaning which would be given them by a reasonably intelligent person familiar with the circumstances of the transaction (other than oral statements of the parties as to their subjective intent) and familiar with the operative usage of the language employed. Restatement of Contracts, § 230 (1932). In seeking to attach this meaning to the writing of the parties, we will give to language its ordinary meaning unless circumstances show a different meaning is applicable, we will use technical terms and words of art in their technical sense unless circumstances indicate a different meaning, and we will interpret the writing as a whole and...