Appeal from the Superior Court of the District of Columbia (CA-1103-02) (Hon. Cheryl M. Long, Trial Judge)
Before Farrell, Reid and Washington, Associate Judges.
The opinion of the court was delivered by: Washington, Associate Judge.
As amended August 6, 2003
Appellant, 1618 Twenty-First Street Tenants' Association, Inc. ("Tenants' Association"), appeals a decision of the trial court, which found that appellee, The Phillips Collection ("Phillips"), had made a bona fide offer of sale to the Tenants' Association pursuant to the Rental Housing Conversion and Sale Act ("Act"), D.C. Code § 42-3404.02 (a) (2001). Finding no error, we affirm.
The facts in this case are largely not in dispute. They do, however, present a unique scenario and it is useful to briefly review them here. The Phillips Collection is a nonprofit corporation under both D.C. law and § 501 (c)(3) of the federal tax code. Phillips owns a building located at 1600 21st Street, N.W., Washington, D.C., which is adjacent to a small fifteen-unit apartment building located at 1618 21st Street, N.W. In May of 1999, Phillips purchased the apartment complex for approximately $1.4 million with the intention of demolishing the building and constructing "The Center for the Study and Appreciation of Modern Art" ("Art Study Center"). It is uncontested that when Phillips bought the apartment complex from the original owners, the tenants were given an opportunity to purchase the property as required under D.C. Code § 42-3404.02 (providing for a first right of refusal). The tenants did not purchase the property and the sale to Phillips closed on February 26, 2001. By August of 2001, Phillips had secured all the necessary zoning to demolish the building and construct the Art Study Center.
After unsuccessfully negotiating with the representative of the tenants' association to have the tenants voluntarily vacate their apartments, Phillips decided to proceed formally under the Rental Housing Conversion and Sale Act. On or about December 5, 2001, Phillips issued a 180-Day Notice to Vacate for Demolition. On or about the same time, Phillips also issued an Offer of Sale and Tenant Opportunity to Purchase Without a Third-Party Contract for Housing Accommodations with Five or More Rental Units pursuant to D.C. Code §§ 42-3404.02 (a), - 3404.11. The offer to the tenants was for $7.8 million. This amount reflected what Phillips thought it would have to pay to purchase another property which was both suitable to build the Art Study Center and in close proximity to the 1600 21st Street site. Based on their belief that Phillips' offer was not a "bona fide offer of sale" as required under the statute, the tenants rejected the offer. Phillips then brought this action in the trial court for a declaratory judgment that the $7.8 million offer was a "bona fide offer of sale" under the D.C. Code § 42-3404.02. The trial court, Judge Cheryl M. Long, in a well-reasoned Memorandum Order concluded that $7.8 million was a bona fide offer. Thus, because the bona fide offer was rejected, Phillips was entitled to the property. The Tenants' Association now appeals the trial court's finding that the offer was a "bona fide offer of sale" within the meaning of D.C. Code § 42-3404.02.
The primary question before us -- the meaning of "a bona fide offer of sale" -- is one of statutory interpretation, and we review the trial court's answer to that question de novo. See, e.g., District of Columbia v. Gallagher, 734 A.2d 1087, 1090 (D.C. 1999); Ashton Gen. P'ship, Inc. v. Federal Data Corp., 682 A.2d 629, 632 (D.C. 1996). "As a threshold matter, we acknowledge the often stated axiom that 'the words of [a] statute should be construed according to their ordinary sense and with the meaning commonly attributed to them.'" E.R.B. v. J.H.F., 496 A.2d 607, 609 (D.C. 1985) (quoting Davis v. United States, 397 A.2d 951, 956 (D.C. 1979)); see also United States v. Goldenberg, 168 U.S. 95, 102-03 (1897); accord Gallagher, 734 A.2d at 1090. "When the plain meaning of the statutory language is unambiguous, the intent of the legislature is clear, and judicial inquiry need go no further." Id. at 1091. In finding the ordinary meaning, "[t]he use of dictionary definitions is appropriate in interpreting undefined statutory terms." West End Tenants Ass'n v. George Washington Univ., 640 A.2d 718, 727 (D.C. 1994) (quoting 2A SINGER, SUTHERLAND STATUTORY CONSTRUCTION § 47.07 (5th ed. 1992)). Furthermore, "where Congress borrows terms of art in which are accumulated the legal tradition and meanings of centuries of practice, it presumably knows and adopts the cluster of ideas that were attached to each borrowed word in the body of learning from which it was taken." Bates v. District of Columbia Bd. of Elections & Ethics, 625 A.2d 891, 894 (D.C. 1993) (quoting Morissette v. United States, 342 U.S. 246, 263 (1952)). While we first employ the plain meaning rule to our task of statutory interpretation, we have acknowledged that in certain circumstances it is appropriate to look beyond even the plain and unambiguous language of a statute to understand the legislative intent. See generally Peoples Drug Stores, Inc. v. District of Columbia, 470 A.2d 751, 754 (D.C. 1983) (citations omitted).
A. The Rental Housing Conversion and Sale Act
Section 42-3404.02 (a), is part of the larger Act. See D.C. Code §§ 42-3401.01 et seq. The Act's overarching purpose is to protect tenant rights. *fn1 The Act was passed in response to the housing crisis in the District of Columbia, during which many residents were left with no home after their rental units were converted to condominiums. These conversions had the greatest effect on the city's low and moderate income families and the elderly population who lived on fixed incomes, in that both groups were "least able to purchase their unit once it converted and [were] least able to compete in a rental market which [was] rapidly increasing in price, while decreasing in available units." See COUNCIL OF D.C., COMM. ON HOUSING AND ECONOMIC DEVELOPMENT, REPORT ON BILL 3-222: RENTAL HOUSING CONVERSION AND SALE ACT OF 1980, at 2 (enacted as D.C. Code §§ 42-3401.01 et seq.) (hereinafter "COUNCIL REPORT"); see also D.C. Code § 42-3401.02 (1). The Council's desire to protect tenants' rights is further reflected in § 42-3405.11, which states that "[t]he purposes of this chapter favor resolution of ambiguity by the hearing officer or a court toward the end of strengthening the legal rights of tenants or tenant organizations to the maximum extent permissible under law." Id. At the same time, this court may not rewrite the statute to create ambiguity where the "statutory scheme" is "unambiguous" in establishing the meaning of its terms. Coburn v. Heggestad, 817 A.2d 813, 823 (D.C. 2003) (construing related provisions of the Act.).
The section of the Act at issue in our case is D.C. Code § 42-3404.02 (a), which states that
Before an owner of a housing accommodation may sell the accommodation, or issue a notice of intent to recover possession, or notice to vacate, for purposes of demolition of discontinuance of housing use, the owner shall give the tenant an opportunity to purchase the ...