The opinion of the court was delivered by: Colleen Kollar-kotelly United States District Judge
This case arises out of a very bitter and very unfortunate dispute between Plaintiff The Armenian Genocide Museum & Memorial, Inc. ("AGM&M") and Defendants The Cafesjian Family Foundation, Inc. ("CFF"), and two of its officers, John J. Waters, Jr. ("Waters, Jr.") and Gerard L. Cafesjian ("Cafesjian") (collectively, "Defendants"), relating to the construction of an Armenian museum and memorial in Washington, D.C. Although the parties have reportedly expended significant time attempting to resolve their disputes, they continue to press forward with any and all grievances against each other in this and multiple other cases filed in this District.
Currently pending before the Court is Defendants'  Motion to Dismiss Counts One, Three, and Four of the Second Amended Complaint for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6), which AGM&M has opposed. After considering all of the parties' submissions to the Court, and all relevant case law, statutory authority, and the entire record of the case as a whole, the Court shall DENY Defendants' Motion to Dismiss, except for AGM&M's claim against Cafesjian in connection with the filing of a lis pendens on the properties at issue, which the Court shall convert into a Motion for Summary Judgment and GRANT in favor of Defendants, for the reasons that follow.
The following facts are drawn from AGM&M's Second Amended Complaint and are not based on any findings of fact made by the Court. On a motion to dismiss, a court must accept as true all well-pleaded factual allegations set forth in the complaint. Scandinavian Satellite Sys. v. Prime TV Ltd., 291 F.3d 839, 844 (D.C. Cir. 2002).*fn1
Beginning in the 1990s, a non-party advocacy group called the Armenian Assembly of America (the "Assembly") began investigating the construction of a permanent museum and memorial in Washington, D.C., dedicated to the victims and survivors of the Armenian Genocide. See Second Am. Compl. ¶¶ 8, 9. In 1999, the Assembly located a possible site for the museum and memorial at the National Bank of Washington Building at 14th and G Streets in Washington, D.C. Id. ¶ 10. In order to fund the purchase of this site, the Assembly sought donations and pledges from various sources, including from Cafesjian, the President and Director of CFF.
On November 1, 2003, the Assembly executed a Grant Agreement with CFF and Cafesjian. Id. ¶ 13. The Grant Agreement contains several provisions that are relevant to Defendant's Motion to Dismiss. First, the Grant Agreement sets forth the terms and conditions of two donations (called "Grants") made by Cafesjian for the Assembly's construction project. The first donation of $4 million (apparently given along with a supplemental loan) was provided to help the Assembly purchase the National Bank of Washington building. Id., Ex. 1 § 1.1-1.2 (11/1/03 Grant Agreement). A second donation of $12.85 million was provided for the purchase of four adjacent properties. Id. § 2.1-2.2. Second, CFF and the Assembly were required to, and did, create Plaintiff AGM&M as a non-profit corporation. Id. § 5.1. Third, the Assembly was required to enter into a Transfer Agreement with AGM&M whereby the Assembly would transfer to AGM&M all of its "right, title, and interest" in assets and pledges contributed to the Assembly for the museum and memorial project. Id. § 5.3(A). Fourth, the National Bank of Washington Building site and the four adjacent properties (the "Grant Property") were to be used only in connection with the museum and memorial, subject to "Plans" approved by the AGM&M Board of Trustees. Id. § 3.1(A). Finally, the Grant Agreement included a reversionary provision related to Cafesjian's donations:
(B) If the Grant Property is not developed prior to December 31, 2010 in accordance with [Plans to be approved by AGM&M's Board of Trustees], or if the Grant Property is not developed in substantial compliance with the Plans including with respect to the deadlines for completion of the construction, renovation, installation and other phases detailed in the Plans, then:
i. in the event any portion of the Grants has not been funded, this Agreement terminates; and
ii. to the degree any portion of the Grants has been funded, at the Grantor's sole discretion, the Assembly shall return to the Grantor the Grant funds or transfer to the Grantor the Grant property.
B. The Origins of the ...