Appeal from the Superior Court of the District of Columbia (05-CA-384) (Hon. Patricia A. Broderick, Trial Judge).
The opinion of the court was delivered by: Kramer, Associate Judge
Before KRAMER and BLACKBURNE-RIGSBY, Associate Judges, and KING, Senior Judge.
Through a series of transactions in January and February of 2004, appellee Smith Property Holdings, L.P., relinquished ownership of the Alcazar, a residential apartment building located at 1841 Columbia Road, N.W. Appellants sued Smith Property Holdings, the eventual owners of the property, and the intermediary parties for violations of the District of Columbia Rental Housing Conversion and Sale Act of 1980, D.C. Code § 42-3404.02 et seq. (2001) (the "Sale Act"), alleging that they had failed to give appellants the statutorily guaranteed right of first refusal attendant to sales of rental properties. The trial court granted summary judgment in favor of appellees on the ground that the transactions (two, in essence, it concluded) did not constitute a "sale" within the meaning of the Sale Act and, therefore, did not trigger the right of first refusal. Appellants challenge the trial court decision, arguing that one or more of the transactions (or all of them, taken in aggregate) do indeed constitute sales as contemplated by the statute. We affirm.*fn1
When "reviewing the trial court's grant of summary judgment, we consider the evidence in the light most favorable to the non-moving party, and make a de novo determination (1) whether any genuine issue of material fact exists, and (2) whether appellees are entitled to judgment as a matter of law." West End Tenants Ass'n v. George Washington Univ., 640 A.2d 718, 725 (D.C. 1994) (citing Dodek v. CF 16 Corp., 537 A.2d 1086, 1092 (D.C 1988)). "The moving party bears the burden of establishing both the absence of a material factual dispute and entitlement to judgment as a matter of law. Any doubts about the existence of a factual dispute must be resolved in favor of the non-moving party." Klock v. Miller & Long Co., 763 A.2d 1147, 1150 (D.C. 2000) (citation omitted). However, given the clear nature of these completed transactions, we agree with the trial court that there are no genuine issues as to material fact. We are faced only with issues of law.
The transaction in question was a multi-step property transfer wherein ownership rights to the Alcazar changed hands from Smith Property Holdings to two other companies. A number of different entities were involved in the property transfer, with multiple transfers and exchanges among them.
1. Smith Property Holdings, L.P.
This partnership, a subsidiary of Archstone-Smith, was the owner of the Alcazar at the beginning of the transactions. The property was its sole asset.
2. 1841 Columbia Road Revocable Grantor Trust ("the Trust")
This trust is not properly a party, but an essential component of the transactions. The trust was established with Smith Property Holdings, ...