The opinion of the court was delivered by: PRATT
JOHN H. PRATT, UNITED STATES DISTRICT JUDGE
This case arises from a contract under which the plaintiff, Finard & Company, Inc. ("Finard"), agreed to procure certain commercial leases for the defendant, Capitol 801 Corporation ("Capitol") in return for additional compensation as set forth below. Finard at one time owned the rights to purchase a building located at 801 North Capitol Street in Northeast, Washington, D.C. On November 24, 1986, Finard assigned its rights to purchase said building to Capitol for $ 10,000,000
and at the same time the parties entered into a contract entitled "Assignment Agreement" (the "Agreement") whereby Finard would receive additional compensation (up to one million dollars from Capitol) contingent on its procuring two commercial leases for the building which met certain specific terms and delivering these leases by a specified date.
To secure payment of this additional compensation, the defendant, pursuant to the Agreement, executed a promissory note for $ 1,000,000 and a deed of trust. The promissory note and deed of trust were to be held in escrow pending physical delivery of the leases.
Finard eventually delivered only one lease to Capitol which did not comply with the terms set forth in the Agreement. Further, this lease was delivered more than one year after the delivery deadline had passed. Finard now sues Capitol seeking a declaration that Finard is entitled to the promissory note. Capitol counter-claimed, asking the Court to declare Finard in breach of the Agreement, and to release Capitol of any obligations under the promissory note. Both parties have moved for summary judgment and the matter has been fully briefed.
We reject all of Finard's arguments that it is still entitled to the million dollar note despite its obvious non-compliance with the Agreement. We therefore deny plaintiff Finard's motion for summary judgment, and grant defendant Capitol's motion for summary judgment on plaintiff's claim and on its counter-claim.
II The Agreement and the Delivered Lease
Article 3 of the Agreement sets forth the terms and conditions of the leases Finard was to procure. At the time the Agreement was signed, floors two to nine of the building were occupied by the government of the District of Columbia. These floors are referred to in the Agreement as the "Government Space." Section 3.1 of the Agreement states that the new lease for the Government Space should be for ten years, and sets forth different methods of calculating an appropriate rent. The other tenant in the building at the time the contract was executed was People's Drugstore, which occupied the basement and first floor of the building, an area referred to as the "Retail Space." Section 3.2 of the Agreement mandates that the new lease for this space should also be for ten years, and sets forth the appropriate payment terms for that lease. Section 3.4 of the Agreement states that rent shall be paid under the lease beginning April 30, 1987 for the Government Space, and March 1, 1987 for the Retail Space, respectively. These dates are specifically referred to as "Rent Effective Dates."
The Agreement provided that if Finard was able to deliver these leases to Capitol before June 30, 1987, it was to be compensated for procuring these leases via a $ 1,000,000 promissory note, secured by a deed of trust, both of which would be held in escrow. Article 5 of the Agreement sets forth different amounts Finard would be paid which vary according to the time when Finard delivered the leases.
If Finard failed to deliver the leases by June 30, 1987, it had the right to continue negotiating for new leases thereafter, but its only compensation if it delivered a lease after this date would be a refund of the $ 60,000 it had paid to Capitol. Section 5.5(b).
Thus, if Finard delivered a lease after June 30, 1987, all it would receive would be a refund of the money it furnished to Capitol to offset Capitol's leasing costs.
The Agreement explicitly states that the contract requires strict compliance in the following language:
FINARD AGREES THAT IF LEASES MEETING THE APPLICABLE CRITERIA ARE NOT DELIVERED TO CAPITOL CORPORATION AS REQUIRED BY THIS AGREEMENT, THEN FINARD SHALL RECEIVE NO COMPENSATION, CONSIDERATION OR PAYMENT OF ANY KIND UNDER THIS AGREEMENT OTHER THAN THE FOUR (4%) PERCENT COMMISSION WHICH MAY BE EARNED UNDER THE TERMS OF ARTICLE 5 OR ARTICLE 7 HEREOF.
Section 8 of the Agreement covers the payment of leasing commissions to brokers. In Section 8.2 of the agreement, Finard agreed to bear the cost of any leasing commissions owed to brokers in connection with leases procured under the Agreement. There was only one exception to this provision: Finard would not be responsible for paying the commission if a Government Lease was procured that met certain specific criteria under Article 3 of the Agreement. See Section 3.1(b)(i); Section 8.2.
After the Agreement was signed, Finard engaged the services of a real estate broker, Percy A. Brown, to procure the leases. Mr. Brown was Vice-President ...