the District of Columbia. As there is essential agreement on the factual
issues, the parties have each moved for summary judgment. After a full
consideration of the parties' arguments, and for the following reasons,
the Court GRANTS the plaintiffs' motion for summary judgment and DENIES
that defendant's motion for summary judgment.
The Roosevelt apartment building is currently owned by the District of
Columbia Financial Responsibility and Management Assistance Authority
(commonly referred to as the "Control Board"). The Control Board obtained
title to the property in July 1999, when the District of Columbia
transferred its ownership via a quitclaim deed in exchange for $3.1
On May 19, 2000, the Control Board contracted with P & G, L.L.C. (a
co-plaintiff in this case) to sell the building for $10.1 million. The
contract provided that the Roosevelt Tenant Association (the
"Association") would first be given the option of purchasing the building
under identical terms. If the Association was unable to match the terms,
or declined to do so, P & G would have the right to purchase the
On May 22, 2000, the Association received the terms under which they
could purchase the building. Just over two weeks later, on June 6, 2000,
the Association informed the Control Board that it could pledge, as of
that day, "$503,750.00 in loan commitments of immediately available
funds." Plaintiff's Brief at 5. Needless to say, the Control Board did
not consider this to be an offer on "identical terms."
The Control Board then sought to consummate the sale to P. & G. At the
same time, the Association asserted that the Control Board was violating
the D.C. Housing Act by not permitting it a greater opportunity to
purchase the building.*fn2 As the Control Board proceeded to settlement,
it became clear that the Association's claim was preventing P & G from
obtaining title insurance necessary for settlement.
Finding its sale to P & G stalled, the Control Board filed suit in this
Court. The Control Board asserts that it has complied with all laws and
regulations applicable to it, and asks the Court to declare that the
D.C. Housing Act presents no legal impediment to the conveyance of the
Roosevelt apartment building. The Association disagrees, and argues in
its motion for summary judgment that the D.C. Housing Act justifies its
The Court will now consider this dispute.
As a preliminary note, the Court notes jurisdiction under D.C.Code
§ 47-391.5(a) because the instant matter arises, "in whole or part,"
out of the D.C. Housing Act.
I. Standard of Review
Both sides in this case move for summary judgment. Federal Rule of
Civil Procedure 56(c) provides that a district court shall grant summary
judgment "if the pleadings, depositions, answers to interrogatories, and
admissions on file, together with the affidavits, if any, show that there
is (1) no genuine issue as to any
material fact and that (2) the moving party is entitled to judgment as a
matter of law." See Fed.R.Civ.P. 56(c); Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Diamond
v. Atwood, 43 F.3d 1538, 1540 (D.C.Cir. 1995). There is no dispute of any
material fact in this case. Thus, the Court must now determine which
party is entitled to judgment as a matter of law.
II. The Applicability of the D.C. Housing Act to the Control Board
An examination of the statute creating the Control Board reveals that
the Control Board is not subject to the D.C. Housing Act.
The Control Board was created by an act of Congress entitled the
District of Columbia Fiscal Responsibility and Management Assistance Act
of 1995, D.C.Code § 47-391.8(a) ("FRMAA"). Section 108(a) of the
FRMAA identifies the District of Columbia laws which apply to the Control
The following laws of the District of Columbia (as in
effect on April 17, 1995) shall apply to the members
and activities of the [Control Board]:
1) § 1-1504 [the local open meetings law];