Union Pacific R. Co. v. Midland Equities Inc.
| Citation | 45 F.Supp.2d 685 |
| Decision Date | 29 March 1999 |
| Docket Number | No. 4: 96 CV 14 DDN.,4: 96 CV 14 DDN. |
| Parties | UNION PACIFIC RAILROAD COMPANY, Plaintiff, v. MIDLAND EQUITIES INCORPORATED, St. Louis Marketplace Limited Partnership, and Thomas A. Villa, et al., Individually, and in their Official Capacities as Members of the Board of Aldermen of the City of St. Louis, Missouri, and Vincent C. Schoemehl, Jr., Individually, and in his Official Capacity as Mayor of the City of St. Louis, Missouri, and Virvus Jones, Individually, and in his Official Capacity as Comptroller of the City of St. Louis, Defendants. |
| Court | U.S. District Court — Eastern District of Missouri |
Robert L. Jackstadt, Jeffrey J. Kalinowski, Partner, B. Michelle Ward, Blackwell and Sanders, St. Louis, MO, for Missouri Pacific Railroad Company aka Missouri Pacific Railroad Company, plaintiff.
David T. Butsch, Associate, Martin M. Green, Partner, Joe D. Jacobson, Green and Schaaf, St. Louis, MO, for St. Louis Marketplace Limited Partnership, defendant.
Steven R. Wild, Thompson Coburn, St. Louis, MO, Patricia A. Hageman, St. Louis City Counselor Office, St. Louis, MO, for Thomas A. Villa, Michael Sheehan, Jack Garvey, Claude Taylor, Geraldine Osborn, Irene J. Smith, Nancy S. Weber, Freeman
Bosley, Sr., Bertha Mitchell, Mary Ross, Marit Clark, Phyllis Young, Stephen J. Conway, Martie J. Aboussie, Craig Schmid, Daniel Gruen, Fred Heitert, Alfred Wessels, Jr., Stephen Gregali, Marge Vining, James Shrewsberry, Joseph D. Roddy, Terry Kennedy, Velma Bailey, Sharon Tyus, Bennice Jones King, Kenneth Jones, Jim Sonderman, Robert Ruggeri, Paul Beckerle, Irving C. Clay, Gregory Carter, Daniel Mcguire, Virvus Jones, defendants.
Steven R. Wild, Elkin L. Kistner, Schlueter and Haywood, St. Louis, MO, Patricia A. Hageman, Green and Schaaf, St. Louis, MO, for Vincent C. Schoemehl, Jr., defendant.
This action is before the Court, following a non-jury trial, for the rendering of findings of fact and conclusions of law by the Court. The parties have consented to the exercise of plenary jurisdiction over the action by a United States Magistrate Judge under 28 U.S.C. § 636(c).
After commencing this action, plaintiff Missouri Pacific Railroad Company (Missouri Pacific) merged into Union Pacific Railroad Company (Union Pacific) which became the real party plaintiff in interest. Union Pacific has prosecuted this action against Midland Equities Incorporated (Midland or Midland Equities), St. Louis Marketplace Limited Partnership (SLMLP), and several individuals in their individual capacities, and in their official capacities as mayor, comptroller, and aldermen of the City of St. Louis (City defendants).
Union Pacific is seeking damages for monies owed for work Missouri Pacific performed in relocating railroad tracks in connection with public improvements for the construction of the St. Louis Market-place Shopping Center (shopping center project) in the City of St. Louis. Union Pacific is also seeking to recover the difference in values of railroad track rights-of-way transferred in connection with the shopping center development.
The following claims by Union Pacific remain before the Court for determination:1
(1) Count II against SLMLP for quantum meruit; and
(2) Count III against the City defendants, for the alleged violation of Missouri Revised Statute § 107.070, because a labor and a material payment bond had not been obtained to secure payment to Missouri Pacific for its work on the project.
The Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332, by reason of the diversity of the parties' citizenship and the amount in controversy. The Court hereby makes the following findings of fact and conclusions of law, as required by Federal Rule of Civil Procedure 52(a).
The parties.
Prior to its merger into Union Pacific, and at the time it commenced this action, Missouri Pacific was a corporation organized and existing under the laws of Delaware with its principal place of business in Omaha, Nebraska.
Defendant Midland Equities, Inc., is a corporation organized and existing under the laws of Missouri with its principal place of business in St. Louis, Missouri.
Defendant St. Louis Marketplace Limited Partnership (SLMLP) is a limited partnership organized and existing under the laws of Missouri with its principal place of business in Missouri.
The individual defendants are citizens of Missouri and held the respective positions of Mayor of the City of St. Louis, Comptroller of the City of St. Louis, and members of the Board of Aldermen of the City of St. Louis. The individual defendants are sued in their official and individual capacities.
The Redevelopment Plan.
In 1990, the City of St. Louis and certain interested parties determined to improve the economy of the City by developing the St. Louis Marketplace shopping center. The shopping center project was to be located along Manchester Avenue near the abandoned Scullin Steel facility in the southwest part of the City and was made possible by the Tax Increment Blighting Analysis and Redevelopment Plan for the Scullin Redevelopment Project Area (Redevelopment Plan or Plan), dated March 30, 1990. (Pl.Exh.1).2 The Plan was produced by the City and its purpose included permitting the City to use tax increment financing (TIF) for the project. (Joint Stipulation, ¶ 15).
On July 20, 1990, by three City ordinances, Nos. 62043, 62044, and 62045, respectively, the City's Board of Aldermen and Mayor approved the Redevelopment Plan, designated the Scullin Redevelopment Project Area as a redevelopment project area, and adopted tax increment financing for the redevelopment project area. (Pl.Exhs. 1, 2, 3, and 4). The shopping center was to be a 461,000 square foot retail facility which ultimately was built and became known as the St. Louis Marketplace shopping center.
Each of the three City ordinances incorporated the Redevelopment Plan by reference. Ordinances Nos. 62044 and 62045 each also provided that
it is for the benefit of the City and its citizens and residents that the City proceed to implement the actions permitted by the [Missouri state Real Property Tax Increment Allocation Redevelopment] Act in connection with the Plan, including but not limited to establishing the procedures required to finance the public improvements projects and associated administrative costs (the "Projects") contemplated by and described in the Plan, and the acquisition by negotiation or eminent domain of those properties required for the implementation of the Plan.
(Pl.Exhs. 3 and 4, at 1). The Plan provided that the City, acting primarily through its Economic Development Corporation, would administer the Plan and carry out the overall daily operations of project management and implementation. (Pl.Exh. 1, at 26).
Originally, the Plan contemplated an expenditure of total development costs of $53,312,932.00. (Joint Stipulation, ¶ 10). The development costs were divided between private development costs of $36,312,932.00 and public development costs of $17,000,000.00. (Id.) The budget for the public development costs was later reduced to $15,000,000.00. (Joint Stipulation, ¶ 11). The public projects and the related development costs were funded through the issuance by the City of TIF bonds.
The developer for the St. Louis Marketplace project was the combination of Midland Equities and SLMLP. Midland Equities is and was the general partner of SLMLP. SLMLP is the general partner of the current owner of the shopping center property, Manchester-Ecoff Limited Partnership. The Redevelopment Plan was implemented and governed by two agreements, the Redevelopment Contract and the Public Improvements Agreement.
The Redevelopment Contract.
On June 1, 1991, the Redevelopment Contract, Plaintiff's Exhibit 5, was entered by the City of St. Louis, Midland Equities, and SLMLP. The Redevelopment Contract identified defendants Midland Equities and SLMLP collectively as the "Developer."
The preamble of the Redevelopment Contract describes the purposes of the development activities:
WHEREAS, the City proposes to develop, in cooperation with the Developer, within the Area, certain Public Redevelopment Project Activities as described in the Plan and as further described herein (the "Public Projects") which will serve a public purpose and which are necessary to reduce or eliminate conditions that qualify the Area as a "blighted area" under the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 through 99.865 of the Revised Statutes of Missouri (the "Act") and which are necessary to foster private development and redevelopment within the Area; and
WHEREAS, the City proposes to finance a portion of the costs to be incurred in connection with the Public Projects by utilizing tax increment financing in accordance with the Act, and has established the Scullin Redevelopment Project Area Tax Increment Financing District and authorized the issuance and sale of up to $15,000,000 in tax increment revenue bonds (the "Bonds"), the proceeds of which are to be used to pay for a portion of the costs of the Public Projects and related administrative costs of the City.
The Redevelopment Contract defined the obligations of the City, Midland, and SLMLP with respect to both the private and public projects. The public improvement projects included the widening of Manchester Avenue; the relocation of two Missouri Pacific mainline railroad tracks, from a right-of-way parallel to and adjacent to Manchester Avenue in the shopping center development area, to a location south of the shopping center and away from Manchester Avenue; the realignment of a nearby Missouri Pacific railroad bridge; and the purchase of some 45 private residences where the Missouri Pacific railroad tracks would be relocated.
The Redevelopment Contract provided that the relocation of the railroad track and the...
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Union Pacific Railroad Co. v. St. Louis Marketplace, Ltd.
...Marketplace Limited Partnership, but rejected the railroad's 107.170 claims against City officials. See Union Pac. R.R. Co. v. Midland Equities, Inc., 45 F. Supp.2d 685 (E.D. Mo. 1999). First, the court determined that the railroad relocation work was a "public works project" within the mea......