Wharf, Inc. v. Dist. of Columbia

• Decision Date: 30 March 2021
• Docket Number: Civil Action No. 15-1198 (CKK)
• Parties: THE WHARF, INC. t/a THE WHARF, et al., Plaintiffs/Counter-Defendants, v. THE DISTRICT OF COLUMBIA, et al., Defendants, and WHARF HORIZONTAL REIT LEASEHOLDER LLC, et al., Defendants/Counter-Plaintiffs.
• Court: U.S. District Court — District of Columbia

THE WHARF, INC. t/a THE WHARF, et al., Plaintiffs/Counter-Defendants, v. THE DISTRICT OF COLUMBIA, et al., Defendants,andWHARF HORIZONTAL REIT LEASEHOLDER LLC, et al., Defendants/Counter-Plaintiffs.

Civil Action No. 15-1198 (CKK)

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

March 30, 2021

MEMORANDUM OPINION

Plaintiffs BRW, Inc., The Wharf, Inc., and Salt Water Seafood, Inc. (collectively, "Plaintiffs") operate seafood businesses on leased property commonly referred to as the Municipal Fish Market ("Fish Market"), which is located along Maine Avenue between 11^th and 12^th Streets, S.W. in the Southwest Waterfront ("SW Waterfront") in the District of Columbia. The District of Columbia ("the District") was the original lessor of the property at issue pursuant to three leases ("Fish Market Leases") which were assigned by the District in 2014 to Developer Defendant Wharf Horizontal Reit Leaseholder LLC ("WHRL"), which later transferred its interest to Wharf Fish Market REIT Leaseholder LLC. The validity of the Fish Market Leases is at issue before this Court.

I. Background

Pending before this Court are Defendant The District of Columbia's [190] Motion for Summary Judgment ("D.C. Mot") and Developer Defendants' ("Developers") [192] Motion for Partial Summary Judgment ("Developers' Mot."), which are opposed by the Plaintiffs in their[203] Consolidated Brief in Opposition to Defendants' Motions for Partial Summary Judgment ("Pls.' Opp'n").¹

A. Procedural Background

Plaintiffs filed their [1] Complaint on July 23, 2015, against Defendants District of Columbia, Hoffman-Madison Waterfront, LLC ("HMW") and WHRL, alleging that HMW and WHRL violated the terms of the parties' lease agreements, and that the District violated the Takings Clause of the Fifth Amendment by impeding access to the property leased to Plaintiffs at the SW Waterfront of the District of Columbia. Plaintiffs' [1] Complaint was amendedsubsequently, see First Amended Complaint, ECF No. 17, and the Defendants filed their [20, 25] motions to dismiss, which were denied by this Court. See Order denying motions to dismiss, ECF No. 44, and the accompanying Memorandum Opinion, ECF No. 45. Thereafter, HMW and WHRL filed their [54] Answer, and WHRL additionally filed a Counterclaim,² which was later amended, see ECF No. 56, alleging that Plaintiffs breached their lease agreement and were unjustly enriched as a result of WHRL's improvement of the premises. This Court denied Plaintiffs' [61] motion to dismiss the Amended Counterclaim. See Order, ECF No. 69, and the accompanying Memorandum Opinion, ECF No. 70. WHRL filed a subsequent unopposed [74] motion for joinder to add Wharf Fish Market REIT Leaseholder LLC ("WFMRL") as an additional party, which was granted by the Court, with the effect that WFMRL was added as a Defendant and counterclaim Plaintiff. See Order, ECF No. 75.

On April 26, 2017, Plaintiffs filed their [82] Second Amended Complaint against Defendant the District, Developer Defendants HMW, WHRL and WFMRL, as well as Developer Defendants Hoffman-Struever Waterfront LLC, Wharf District GP Joint Venture LLC, Wharf Horizontal REIT LLC, and Wharf District Joint Venture, LP, four entities associated with the redevelopment of the Fish Market and adjacent SW Waterfront property. These four Developer Defendants made a [114] motion to dismiss Plaintiff's [119 (unsealed)] Third Amended Complaint, which was denied by this Court. See Order, ECF No. 129, and accompanying Memorandum Opinion, ECF No. 130. Answers were subsequently filed by those four Developer Defendants, and the case proceeded to discovery on a schedule which was extended upon several joint requests of the parties.

On February 19, 2020, this Court held a status conference with the parties and subsequently granted a request for bifurcated dispositive motions' briefing, and the Court set a briefing schedule for dispositive motions pertaining to the validity of the Plaintiffs' Fish Market Leases. See Scheduling and Procedures Order, ECF No. 180. The Court granted several consent motions for extension of that briefing schedule. Pending before this Court and now ripe for resolution are: (1) The District of Columbia's Motion for Summary Judgment and (2) Developer Defendants' Motion for Partial Summary Judgment, both of which are opposed by the Plaintiffs in a Consolidated Opposition. Upon consideration of the Defendants' two motions, and for the reasons explained herein, Developer Defendants' [192] Motion for Partial Summary Judgment is GRANTED and The District of Columbia's [190] Motion for Summary Judgment is GRANTED IN PART - consistent with this Court's ruling on the Developer Defendants' Motion for Partial Summary Judgment - and DEFERRED IN PART as to whether the Plaintiffs' three counts against the District of Columbia in their Third Amended Complaint shall be dismissed. Issues relating to substantive claims in this case (and whether Plaintiffs have standing to assert such claims) will be briefed more fully and considered in connection with the parties' second round of dispositive motions addressing the substantive claims and counterclaims in this case. A separate Order and Executive Summary accompany this Memorandum Opinion.

B. Factual Background

As previously noted, this Court granted bifurcation of dispositive motions' briefing to first address the validity of the three Fish Market Leases (sometimes referred to as the "Leases") at issue in this case, where Defendants allege that the Leases were either void ab initio or they terminated on their respective third anniversaries, and further, that the 2014 assignment of one of the Fish Market Leases (Pruitt's) to Plaintiff Salt Water should be treated consistently. Inpresenting the facts pertinent to resolving the present motions, this Court "assume[s] that facts identified by the moving party in its statement of material facts are admitted, unless such a fact is controverted in the statement of genuine issues filed in opposition to the motion." LCvR 7(h)(1). In most instances the Court shall cite to [189-4] Developers' Statement of Undisputed Material Facts ("Developers' SMF"), which has been adopted by the District, unless Plaintiffs dispute or controvert relevant aspects of a fact proffered by Defendants. In such instances, the Court shall also cite to [203-1] Plaintiffs' Response to Statement of Undisputed Material Facts ("Pls.' RSMF") and/or to Plaintiffs' Additional Statement of Undisputed Material Facts ("Pls' SMF"), with cites to Developers' [214-1] Response to Plaintiffs' Additional Statement of Undisputed Material Facts ("Developers' RSMF"), as needed. The Court shall also cite directly to the record, where appropriate, to provide additional information not covered by the parties' Statements of Material Facts, or to provide applicable references to testimony and exhibits.

Many of the following facts are material to resolution of the lease validity issue, although the Court includes some facts primarily relevant for purposes of explaining the parties' relationships, as well as references to some statutory provisions that are relevant to the Leases. Furthermore, evaluation of the contractual terms governing the length, operation, and termination of the Leases requires a reiteration of several key provisions from the Leases.

In considering the Statements of Undisputed Material Facts proffered by the parties and the responses thereto, this Court notes that several paragraphs of the Plaintiffs' Responses to Developers' Statement of Undisputed Material Facts and several paragraphs in the Plaintiffs' Additional Statement of Undisputed Material Facts contain improper argument, which could have been presented in their brief. See, e.g., Pls' RSMF ¶¶ 51, 52, 53, 58, 65, 66, 67, 81, 83; Pls.' SMF ¶¶ 163, 171, 180, 181, 182, 214. See LCvR 7(h)(1) (an opposing statement of material factsconsists of a "separate concise statement of genuine issues setting forth all material facts as to which it is contended there exists a genuine issue necessary to be litigated, which shall include reference to the parts of the record relied on to support the statement"); see also Johnson v. District of Columbia, Civil Action No. 17-883, 2019 WL 3767103, at *2-3 (D.D.C. Aug. 9, 2019) (Kollar-Kotelly, J.) (citation and internal quotation marks omitted) (noting that "summary judgment briefing - including the affirmative and opposing statements of material facts - is designed to isolate[ ] the facts that the parties assert are material, distinguish[ ] disputed from undisputed facts, and identify[ ] the pertinent parts of the record.") "Requiring strict compliance with the local rule is justified by the nature of summary judgment and the rule's purposes." See Jackson v. Finnegan, Henderson, Farabow, Garrett & Dunner (D.C. Cir. 1996) (quotation omitted) (examining a prior but materially identical version of the rule and finding the statement of genuine disputed material issues in that case to be "[r]eplete with factual allegations not material to [the] substantive claims and repeatedly blending factual assertions with legal argument"). In the instant case, this Court will disregard legal argument that is contained within Plaintiffs' SMF and RSMF.

Additionally, some of Plaintiffs' SMF and RSMF fail to conform to this Court's [180] Order and Fed. R. Civ. P. 56(c)(1), LCvR 7(h)(1). Instead of providing "precise citations to the portions of the record on which [Plaintiffs] rely," the evidence cited by Plaintiffs is voluminous, and the Court is required to weed through it in an effort to locate supporting facts. See Robertson v. American Airlines, 239 F. Supp. 2d 5, 8 (D.D.C. 2002) ("Merely incorporating entire affidavits and other materials without reference to the particular facts cited therein is not sufficient.") Accordingly, where the allegations in Plaintiffs' SMF are disputed by Defendants, and Plaintiffs have not supported their allegations with precise...