The opinion of the court was delivered by: SIRICA
On April 24, 1968, the plaintiff, Parking Management, Inc., (hereafter "PMI") entered into a written agreement with the defendants, Union Center Plaza Associates, et al., (hereafter "Plaza Associates") in which the Plaza Associates agreed to lease to PMI 252,000 square feet of garage space in the Union Center Plaza South Building, the construction of which had not yet begun. PMI presumably wished to lease the space for the purpose of operating a commercial parking facility in the lower levels of the building.
The written agreement provided for a period of twenty years with the specific rental charge per annum and six "conditions" concerning the operation of the agreement. The lease was to become effective upon 80% occupancy of the proposed office building structure. Condition No. 6 of this written agreement, the section of the agreement which is the subject of the dispute in this case, states as follows:
6. If 65% of the building proper is leased to a single tenant and this single tenant demands control of the parking facilities under their own specific parking operations then and only then will this lease be null and void.
Subsequent negotiations between Plaza Associates and the General Services Administration (hereafter "GSA"), based upon a solicitation package entitled "General Lease Specifications and Requirements No. 68" resulted in Plaza Associates submitting a lease proposal to the Government by which the Government would lease the entire net usable square feet of the office space of the Union Center Plaza South Building. The formal proposal was submitted to the Government on July 6, 1971, and amended July 8, 1971.
By letter dated September 3, 1971, the Government accepted the lease proposal submitted in response to General Lease Specifications and Requirements No. 68 and stated, among other things, that the unit rates for the parking must be established prior to a lease agreement; that a field measurement would be completed to determine whether the net usable square feet of space delivered would comply with the proposal; and that the award of the lease would be contingent upon Plaza Associates' compliance with certain additional clauses dealing with Executive Order 11615.
As required by the Government, Plaza Associates indicated their concurrence with the letter of September 3, 1971 by signing a copy and returning it to the Government on September 7, 1971.
Subsequent to the signing of this letter agreement, further negotiations between Plaza Associates, GSA and representatives of the Federal Power Commission (hereafter "FPC"), the agency which was to occupy and become the actual tenant of the leased premises, took place. A formal "U.S. Government Lease for Real Property" was drawn in the spring of 1973 and signed by representatives of the Plaza Associates and the Government.
7. The following are attached and made a part hereof:
2. General Lease Specifications and Requirements No. 68, dated July 6, 1971.
3. The Lessor's offer dated July 6, 1971 as amended July 8, 1971.
4. The Government's letter of acceptance dated September 3, 1971 as concurred in by the Lessor on September 7, 1971.
The FPC began occupying the Union Center Plaza South Building in the spring of 1973. Soon thereafter the Federal Power Employees' Association began operating the parking garage for the use of the FPC employees. When PMI sought control of the parking facilities in accordance with their prior contract with Plaza Associates dated April 24, 1968, Plaza Associates refused to honor that contract. Plaza Associates took the position that the PMI contract was null and void due to the operation of "Condition 6" thereof, since the tenant demanded control over the parking facilities.
On June 12, 1973, PMI filed this suit for breach of contract seeking damages and ...