The opinion of the court was delivered by: John D. Bates United States District Judge
When plaintiffs set out to convert a former U.S. Army facility near the Maryland-Pennsylvania border into a model, military-style magnet school for at-risk youth, they ended up entrenched in a series of legal battles with both their landlord and the federal government. Having lost earlier contests, plaintiffs now seek to outflank the judgments of other courts by asserting in this action various constitutional, statutory, and common-law claims against the same parties. In response, defendants ask this Court to preclude plaintiffs from pursuing these matters and to declare the claims barred by res judicata. Defendants' point is well-taken. As the Supreme Court has said, "[p]ublic policy dictates that there be an end to litigation; that those who have contested an issue shall be bound by the result of the contest; and that matters once tried shall be considered forever settled between the parties." Baldwin v. Iowa State Traveling Men's Ass'n, 283 U.S. 522, 525 (1931). Accordingly, and for the reasons that follow, the Court will grant summary judgment to defendants on all the federal questions presented in this case and on two of the pendent state-law claims, and it will exercise its discretion to dismiss the remaining supplemental claims on jurisdictional grounds.
On August 7, 1998, Congress authorized funding for a "Role model academy project" as part of the Workforce Investment Act. See Pub. L. No. 105-220, § 169(g), 112 Stat. 936, 1028-30 (1998) (codified at 29 U.S.C. § 2914(g) (2005)). The Act designated the project to receive a grant from the Department of Labor ("DOL") and described the nascent academy as "a residential center located on the site of a [closed] military installation" that would provide "out-of-school youth" with "vocational training, secondary school course work ... [and] mentors who serve as role models." Id. Passage of the legislation was the culmination of several years of lobbying by plaintiff Robert Alexander, an African-American psychologist, criminologist, and former Army officer. Am. Compl. ¶¶ 13 & 19. Pursuant to this authorizing legislation and subsequent appropriations, DOL awarded a $10 million grant to a private entity created by Alexander -- Role Models America, Inc. (d/b/a National Role Models Academy - College Corps) -- to establish and operate the Role Models America Academy Demonstration Program. Id. Dr. Alexander and Role Models America, Inc. (hereinafter collectively referred to as "RMA") proceeded to identify a site for the academy that would satisfy the requirements of the grant and settled on the former Fort Ritchie property in Cascade, Maryland.
Fort Ritchie had been an active U.S. Army facility until 1995, when it was shuttered during a round of base closings. Id. In response to the base closure, the Maryland General Assembly created the PenMar Development Corp. ("PenMar") in 1997 to serve as the redevelopment authority for Fort Ritchie and to take possession of the former base from the Army, as authorized by the Defense Base Closure and Realignment Act of 1990 ("DBCRA"), 10 U.S.C. § 2687 (2005). PenMar/LaFleur Mem. Supp. Mot. to Dismiss at 2-3. On June 1, 1998, the Army leased the Fort Ritchie property to PenMar in anticipation of an eventual permanent transfer of ownership. Id. Dr. Alexander and PenMar's Executive Director, James LaFleur, executed a sublease agreement on March 10, 2000, between RMA and PenMar, whereby RMA would occupy several buildings on the Fort Ritchie property and pay annual rent of approximately $1.3 million. Pls.' Opp. to PenMar/LaFleur Mot. to Dismiss Ex. 4. The lease had an initial term of one year, and RMA held a renewal option for a subsequent four-year period and an additional five-year contingent renewal option. Id.
Shortly thereafter, the relationship between RMA and PenMar began to deteriorate. In February 2001, PenMar initiated what would become the first of several lawsuits involving the present parties, seeking an order from a Maryland state court that RMA remove two flagpoles it had installed on the property. Am. Compl. ¶ 44. A few months later, PenMar filed a series of landlord-tenant actions in Maryland to collect allegedly unpaid rent and utility charges. Id. at ¶¶ 45-46. On October 5, 2001, the District Court of Maryland for Washington County entered a judgment in favor of PenMar for possession of the property. PenMar/LaFleur Mot. to Dismiss Ex. 11. On appeal, the Circuit Court for Washington County affirmed the judgment, see PenMar/LaFleur Mot. to Dismiss Ex. 8, and the Court of Appeals of Maryland denied RMA's petition for a writ of certiorari on May 9, 2002, see PenMar/LaFleur Mot. to Dismiss Ex. 9. RMA then sought to forestall eviction by seeking review of the Circuit Court's decision in federal Bankruptcy Court. See In re Role Models of Am., Inc., No. 02-15752, (Bankr. D. Md. filed May 10, 2002). The Bankruptcy Court, however, declined to intervene, see PenMar/LaFleur Mot. to Dismiss Ex. 10, and RMA was evicted on July 12, 2002, see Am. Compl. ¶ 62.
While the PenMar-initiated eviction proceedings were ongoing, RMA commenced two suits of its own. The first was filed in this Court, before Judge Ricardo Urbina, on July 24, 2001. It requested a temporary restraining order and a preliminary injunction against the Army to prevent the transfer of the Fort Ritchie property to PenMar, as well as an order compelling the Army to reconsider RMA's application for a public-benefit conveyance of the property, or, in the alternative, an order requiring the Army to convey the property directly to RMA at no cost. See Role Models Am., Inc. v. White (hereinafter "Role Models I"), 193 F. Supp. 2d 76, 78 (D.D.C. 2002). In that case, RMA alleged (1) that the Army failed to follow the procedures required by the Base Closure Act of 1994 and the Administrative Procedure Act when it negotiated a transfer of the Fort Ritchie property to PenMar, (2) that the Army failed to give proper notification of the availability of the surplus property to eligible parties, and (3) that the Army failed to properly screen applicants for a public-benefit conveyance. Id. at 79. On January 15, 2002, Judge Urbina denied RMA's request for preliminary injunctive relief. Id. at 87. The D.C. Circuit, however, reversed that decision on February 4, 2003, based on its conclusion that the Army had violated applicable statutory and regulatory notice requirements, and it remanded the case with instructions to enjoin a conveyance of the property to PenMar until the government remedied the procedural errors. See Role Models Am., Inc. v. White (hereinafter "Role Models II"), 317 F.3d 327, 333-34 (D.C. Cir. 2003). Earlier this year, Judge Urbina concluded that the Army still had not remedied the procedural defects, and therefore he granted an injunction against the conveyance of the Fort Ritchie property. See Role Models Am., Inc. v. Brownlee (hereinafter "Role Models III"), No. 04-1595, slip op. at 2 (D.D.C. May 18, 2005).
The second RMA-filed action was brought on September 12, 2001 in the Circuit Court of Maryland for Washington County and named as defendants PenMar and LaFleur. PenMar/LaFleur Mot. to Dismiss Ex. 1. The complaint alleged breach of contract, fraud, negligent misrepresentation, breach of the covenant of good faith and fair dealing, and violation of Maryland corporate requirements, and it sought compensatory and punitive damages against PenMar and LaFleur totaling $20 million, as well as an injunction preventing PenMar from entering the buildings occupied by RMA and a declaration that PenMar was not a valid corporate entity under the laws of Maryland. Id. RMA subsequently withdrew the allegations of corporate-law violations, see Pls.' Opp. to PenMar/LaFleur Mot. to Dismiss at 8, and on January 28, 2002, the Circuit Court dismissed all but one of the remaining counts of RMA's complaint: the breach-of-contract claim. PenMar/LaFleur Mot. to Dismiss Ex. 2. Several months later (and four months after RMA's eviction), on November 15, 2002, the Circuit Court dismissed the case with prejudice and entered judgment for defendants "on the complaint and all claims and causes of action asserted therein." PenMar/LaFleur Mot. to Dismiss Ex. 3.
The current matter came to this Court on January 28, 2004, when RMA filed a six-count complaint against Army Secretary R. Les Brownlee and Labor Secretary Elaine Chao (hereinafter collectively referred to as "Federal Defendants") and against PenMar and LaFleur (hereinafter collectively referred to as "Private Defendants"). All defendants subsequently moved to dismiss the case, and this Court received extensive briefing -- and held a hearing -- on those motions in 2004. While the motions were under consideration, on March 4, 2005, RMA filed an Amended Complaint, as of right, under Rule 15(a) of the Federal Rules of Civil Procedure. The Amended Complaint contained nine counts against the various defendants, but RMA later withdrew by praecipe its demands for compensatory damages against the Federal Defendants.*fn1 At present, then, the following claims and demands for judgment are pending: (i) unjust taking by the Army and PenMar, with an accompanying demand for an injunction that would direct the Army and PenMar to convey 587 acres of the Fort Ritchie property to RMA at no cost; (ii) violation of 42 U.S.C. § 1981 by the Private Defendants, with a demand for compensatory damages of $25 million and punitive damages of $10 million; (iii) violation of 42 U.S.C. § 1985(3) by the Private Defendants, with a demand for compensatory damages of $25 million and punitive damages of $10 million; (iv) breach of contract and unjust enrichment against PenMar, with a demand for compensatory damages of $1.8 million; (v) fraud and fraudulent inducement against the Private Defendants, with a demand for compensatory damages of $10 million and punitive damages of $10 million; (vi) tortious interference with prospective advantage against the Private Defendants, with a demand for compensatory damages of $10 million and punitive damages of $10 million; and (vii) conversion against the Private Defendants, with a demand for compensatory damages of $1 million and punitive damages of $10 million. On all counts, RMA also seeks recovery of attorney's fees and costs. See Am. Compl. ¶¶ 108-150.
The Federal Defendants have moved to dismiss with prejudice the remaining claims against them, arguing that RMA fails to state a claim for which relief can be granted because, among other reasons, the doctrine of res judicata bars prosecution of the claim of unjust taking. Similarly, the Private Defendants have asserted that plaintiffs fail to state cognizable legal claims in light of res judicata. The positions of all parties have been fully briefed and argued before this Court.
Because the affirmative defense of res judicata requires the Court in this case to consider materials extrinsic to the Amended Complaint -- specifically, the records of the prior proceedings -- the Court will treat defendants' motions to dismiss as motions for summary judgment. See Fed. R. Civ. P. 12(b) ("If, on a motion asserting [plaintiff's] ... failure to state a claim upon which relief can be granted, matters outside the pleading are presented to and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56, and all parties shall be given reasonable opportunity to present all material made pertinent to such a motion by Rule 56."). Summary judgment is appropriate when the pleadings and the evidence demonstrate that "there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c). Where the motion for summary judgment is based on the doctrine of res judicata, the only facts that would be material are the facts of what occurred in the prior court actions -- and where, as here, those earlier cases involve written opinions, orders, or judgments, there is little room for a genuine factual dispute to emerge. Thus, absent some offering by the non-moving party that would call into question the facial validity of court records from the prior proceedings, the Court will resolve the summary-judgment motion by deciding whether the moving party is entitled to judgment as a matter of law based on the undisputed facts of the prior proceedings.
I. Claims Against Federal ...