Twin Towers Plaza Tenants v. Capitol Park, No. 04-CV-1534.
Decision Date | 23 March 2006 |
Docket Number | No. 04-CV-1575.,No. 04-CV-1534. |
Citation | 894 A.2d 1113 |
Parties | TWIN TOWERS PLAZA TENANTS ASSOCIATION, INC., Appellant/Cross-Appellee, v. CAPITOL PARK ASSOCIATES, L.P., et al., Appellees/Cross-Appellants. |
Court | D.C. Court of Appeals |
Steven A. Skalet, with whom Jonathan K. Tycko, Washington, DC, was on the brief, for appellant/cross-appellee.
James Bruce Davis, with whom Mitchell B. Weitzman, Raighne C. Delaney, Scott J. Spooner, Arlington, VA, Caroline Petro Gately, Reston, VA, and Marc E. Miller Washington, DC, were on the brief, for appellees/cross-appellants.
Vincent Mark J. Policy, Richard W. Luchs, William C. Casano, and M. Ryan Jenness, filed a brief amicus curiae on behalf of The Apartment and Office Building Association of Metropolitan Washington.
Thomas J. Perrelli, Kali N. Bracey, Patricia Mullahy Fugere, Antonia K. Fasanelli, Eric Angel, Barbara McDowell, Jennifer L. Berger, Vytas Vergeer, and Nina Dastur, filed a brief amici curiae on behalf of Bread for the City, Center for Community Change, Central American Resource Center, Coalition for Nonprofit Housing and Economic Development, DC Tenants Association, The Legal Aid Society of the District of Columbia, Washington Inter-faith Network, and Washington Legal Clinic for the Homeless.
David H. Cox and Kenneth C. Crickman, filed a brief amicus curiae on behalf of D.C. Land Title Association.
Before WASHINGTON, Chief Judge, and FARRELL and FISHER, Associate Judges.
These cross-appeals require us to apply the D.C. Rental Housing Conversion and Sale Act, D.C.Code § 42-3404.02 et seq., colloquially known as the Sale Act. Under that legislation, before the owner may sell a housing accommodation, it must give the tenant (or tenants) notice and an opportunity to purchase the accommodation at a price and on terms which represent a bona fide offer of sale. D.C.Code § 42-3404.02. However, not every significant transfer of interests meets the statutory definition of a "sale." Applying our decision in West End Tenants Ass'n v. George Washington Univ., 640 A.2d 718 (D.C.1994), we hold that the transaction at issue here did not constitute a sale. We also hold that the tenants in this case do not have an independent cause of action under the Consumer Protection Procedures Act, D.C.Code § 28-3901 et seq. ("the CPPA").1
This dispute relates to two apartment buildings located within the District of Columbia: the Capitol Park Twin Towers, a 320-unit building located at 101/103 G Street, S.W., and the Capitol Park Plaza, a 328-unit building located at 201 I Street, S.W. Appellant Twin Towers Plaza Tenants Association, Inc. ("Tenants Association") sued appellees, Capitol Park Associates Limited Partnership and Capitol Park Apartments Limited Partnership (collectively "Owners"), alleging violations of both the Sale Act and the CPPA. This litigation was precipitated by an October 2002 transaction by which the Owners entered into a tenancy in common arrangement. In this "95/5 transaction," Capitol Park Associates (the transferring owner) deeded a 95% interest in the two buildings to Capitol Park Apartments (the receiving owner). The Owners simultaneously entered into a tenancy in common agreement which allocated nearly complete management control over the two buildings to the 95% owner.
In March 2003, tenants at both buildings learned about the October 2002 transaction and some of them formed the Tenants Association for the purpose of attempting to block or unwind the 95/5 transaction. The Tenants Association filed a civil suit in the Superior Court in April 2003. Its complaint requested orders (1) rescinding the 95/5 transaction; (2) declaring that the transaction was null and void; and (3) requiring that the buildings be offered for sale to the Tenants Association and that the Owners negotiate in good faith. As this matter proceeded before the trial court, the Owners admitted, as they did in argument before us, that the 95/5 transaction was crafted to avoid the Sale Act's requirement that the individual tenants of a housing accommodation be given notice and an opportunity to purchase the buildings. See D.C.Code §§ 42-3404.02 and 42-3404.03. The Owners argued that this transaction was not covered by the Sale Act because it was not a "sale" as we previously have defined that term.
In West End Tenants Ass'n we interpreted the terms "sell" and "sale" as they are used in the Sale Act:
There appears to be an almost universal consensus that, in the context of real property transactions, the word "sale" signifies an absolute transfer of property. BLACKS LAW DICTIONARY 1337 (6th ed. 1990) defines sale, inter alia, as
A contract whereby property is transferred from one person to another for a consideration of value, implying the passing of the general and absolute title, as distinguished from a special interest falling short of complete ownership.
640 A.2d at 727-28 (some emphasis added). Relying on this definition, the Owners argued that a 95% interest in the buildings fell "short of complete ownership" and that the transfer of that interest in connection with the tenancy in common agreement was not an "absolute transfer" of title. The transaction therefore was not a "sale" which triggered any obligation on their part to notify the tenants or to make them an offer. The Owners eventually moved for summary judgment on this ground. The trial court denied that motion, but ruled separately that the claims of the Tenants Association under the CPPA were precluded because the Sale Act provided exclusive remedies for violations of its disclosure provision. The trial court later granted the Owners' motion to dismiss the Tenants Association's suit for lack of standing.
The Tenants Association filed a notice of appeal from the trial court's dismissal of its case for lack of standing and from the trial court's grant of summary judgment to the Owners on the CPPA claim. The Owners then cross-appealed the trial court's ruling that the 95/5 transaction was a "sale" within the meaning of the Sale Act.
The trial court held that appellant did not qualify as a "tenant organization" because it had failed to demonstrate that it represented the majority of individual tenants in the two buildings and had not registered with the Mayor. See D.C.Code § 42-3401.03(18) (defining "tenant organization") and § 42-3404.11 (establishing registration requirement). We cannot find this analysis of the facts to be clearly erroneous.2 The court also declined to allow appellant to amend its complaint to substitute individual tenants as plaintiffs, concluding that our decision in West End Tenants Ass'n precluded them from bringing suit under the Sale Act.
The conclusion that individual tenants have no standing may seem problematic in the circumstances of this case. The Sale Act specifically states that "[a]n aggrieved owner, tenant, or tenant organization may seek enforcement of any right or provision in this chapter through a civil action in law or equity . . . ." D.C.Code § 42-3405.03 (emphasis added).3 However, this court has twice held that individual tenants were not "aggrieved" within the meaning of § 42-3405.03 and thus did not have standing to sue.4 This apparent inconsistency might be explained by reference to other portions of the Act which allow individual tenants to negotiate to buy a single-family accommodation,5 or one with two to four units,6 but require the tenants to form a tenant organization in order to make a contract to purchase a building with five or more units.7 (Of course, the buildings at the center of this litigation have more than five units.) On the other hand, the tenants are not at this point attempting to purchase the buildings. They are seeking to enforce their alleged rights as individuals to receive notice of the transaction and an offer of sale.
Recognizing the challenge presented by footnote 1 in West End Tenants, appellant urges us to treat that discussion as dictum. We cannot do so, however, because it provided the analytical basis for dismissing the appeals of individual tenants. 640 A.2d at 721 n. 1. Nor can we, as a division, accept appellant's invitation to reconsider that holding. See M.A.P. v. Ryan, 285 A.2d 310 (D.C.1971) ( ). Appellant asks us, therefore, to grant it "associational standing." See Friends of Tilden Park, Inc. v. District of Columbia, 806 A.2d 1201, 1207-10 (D.C.2002).
We need not resolve this complicated standing issue. Rather, we rely on a body of cases which permits us to assume for the sake of argument that a party has standing if the issue clearly must be resolved against that same party on alternate grounds.8 This course is especially proper in these circumstances, where appellant directly links the viability of its CPPA claim to the merits of its Sale Act claim. In other words, as we explain below, we have to determine whether there was a violation of the Sale Act in order to resolve appellant's claim under the CPPA. . We therefore proceed to the question of whether this 95/5 transaction was a sale.
The relevant portion of the Sale Act,9 D.C.Code § 42-3404.02, entitled "Tenant opportunity to purchase; `sale' defined," states:
(a) Before an owner of a housing accommodation may sell the accommodation, or issue a notice of intent to recover possession, or notice to vacate, for purposes of demolition or discontinuance of housing use, the owner shall give the tenant an opportunity to purchase the accommodation at a price and terms which represent a bona...
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