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RDP Development Corp. v. District of Columbia

August 4, 1994

RDP DEVELOPMENT CORPORATION, APPELLANT
v.
DISTRICT OF COLUMBIA, ET AL, APPELLEES



Appeals from the Superior Court District of Columbia; (Hon. Steffen W. Graae, Trial Judge)

Before Terry, Schwelb, and King, Associate Judges.

The opinion of the court was delivered by: King

KING, Associate Judge: Appellant RDP Development Corporation ("RDP") appeals from an order of the Superior Court granting summary judgment in favor of appellee the District of Columbia ("the District") and dismissing the remainder of RDP's action. In granting the District's motion for summary judgment, the trial court ruled that a lease/purchase agreement entered into by RDP and the District was subject to an emergency law requiring compliance with competitive bidding requirements set forth in the District's procurement laws. The trial court further ruled that the question whether there had been substantial compliance with those requirements should be decided by the Contract Appeals Board, and it sua sponte dismissed the remainder of the action, without prejudice, for lack of jurisdiction. Finding no reversible error, we affirm.

I.

For purposes of this consolidated appeal, *fn1 the following is undisputed. The lease/purchase agreement at issue involves commercial real estate located at 642 H Street, N.E., in the District of Columbia. On July 19, 1990, RDP submitted a formal lease proposal to the District, offering to purchase and renovate the property and then lease or sell it to the District. On October 4, 1990, RDP sent District officials a commitment letter containing the terms of the proposed contract.

Five days later, emergency legislation (D.C. Act 8-264) *fn2 was introduced in the Council of the District of Columbia ("the Council"), proposing to make the "District of Columbia Procurement Practices Act of 1985" *fn3 ("PPA") applicable to the "District of Columbia Revenue Act of 1970." *fn4 The emergency legislation was designed to preclude the Mayor from awarding any contract that provided for the acquisition of a leasehold interest unless the competitive procurement requirements of the PPA were followed. See D.C. Code § 1-336 (h). *fn5 It also required the approval by the Council prior to the appropriation or expending of any funds to construct, purchase, or acquire any building or interest in any building that involved a total expenditure in excess of $1,000,000. See D.C. Code §§ 1-336 (c) and 1-1181.5a; see also infra note 16. *fn6 Although the Council passed the emergency legislation, the Mayor vetoed it on October 25, 1990.

On November 6, 1990, the Office of the Corporation Counsel and the Director of the Department of Administrative Services ("the Director") approved the terms of the lease/purchase agreement, and the Director submitted the contract to the City Administrator, Carol B. Thompson, for her approval. On November 9, 1990, Thompson dated and initialed a "Mayor's Decision/Information Form" as approved "thru" the City Administrator. *fn7 On November 13, 1990, the Council overrode the Mayor's veto, and D.C. Act 8-264 went into effect. D.C. Act 8-264 also contained a retroactivity provision, making it applicable to any "proposed contract or other agreement for real property, goods, or services for use by the District of Columbia that had not been completed prior to October 1, 1990."

Three days after D.C. Act 8-264 became law, the Mayor approved the lease/purchase agreement. *fn8 Although a resolution was introduced to the Council seeking approval of the lease/purchase agreement, the Council never approved the contract. On December 31, 1990, some forty-seven days after D.C. Act 8-264 was passed by the Council over the Mayor's veto, the Mayor signed the lease/purchase agreement, *fn9 reflecting his understanding that the emergency law had expired the day before the date of signing. *fn10 On January 2, 1991, the last day of his term, the Mayor signed permanent legislation (D.C. Law 8-257) *fn11 that is in all material respects identical to D.C. Act 8-264. Like its predecessor, the permanent act, by its terms, was retroactive to October 1, 1990.

On May 23, 1991, RDP requested from the District an estoppel certificate, which was required under the lease/purchase agreement, in order to obtain financing to complete the purchase and development of the 642 H Street property. *fn12 On September 5, 1991, after several unsuccessful attempts to secure an estoppel certificate, RDP filed an action in the Superior Court seeking temporary and permanent injunctive relief, specific performance, and damages regarding the lease/purchase agreement. The District moved to dismiss the action or, in the alternative, sought summary judgment, contending both that the former administration had not complied with the applicable competitive bidding requirements and that the contract had never been approved by the Council. RDP opposed that motion and filed a cross-motion for summary judgment, maintaining, inter alia, that the emergency law could not have invalidated the Mayor's signing of the lease/purchase agreement since the emergency law had expired on the previous day. RDP further argued that the trial court had authority to enforce the contract if there had been good faith and substantial compliance with the procurement provisions. Thereafter, the District filed an opposition to RDP's cross-motion for summary judgment, and RDP filed a reply.

The trial court granted summary judgment in favor of the District, concluding that the Mayor could not have delegated his authority to enter into the lease/purchase agreement with RDP and that, therefore, the statutorily required approval by the Mayor of the contract did not occur until the Mayor had signed it on November 16, 1990, at which time D.C. Act 8-264 was in effect. Specifically, the court held:

Despite plaintiff's argument that those officials required to approve the lease had not done so prior to October 1, 1990, it is undisputed that the statutorily mandated approval by the Mayor was not obtained until November 16, 1990 -- three days after the Emergency Act became effective.

On November 16, 1990, the Mayor was no longer legally authorized to enter into this lease, however, because the Emergency Act required the lease to be obtained pursuant to the competitive procurement process.

(Citing D.C. Code § 1-336 (h)). It thus ruled that "the lease was subject to the competitive procurement process mandated by the Emergency Act which became effective November 13, 1990[,] and the Permanent Act which became retroactively effective October 1, 1990." *fn13

The trial court further held, citing D.C. Code ยงยง 1-1182.5 (d)(1) and -1188.5, that it was without authority to determine whether there had been substantial compliance with the Procurement Practices Act and that RDP must first seek that determination from the ...


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