RUDOLPH CONTRERAS, District Judge.
The City of New York brought this suit to seek a declaratory judgment that the National Railroad Passenger Corporation-better known as Amtrak-is liable for the rehabilitation of a bridge that crosses train tracks in the Bronx. The parties have filed cross-motions for summary judgment.
The City claims that an agreement contained in a 1906 deed, which transferred title to the land supporting the bridge from the City to a predecessor of Amtrak, now obligates Amtrak to maintain the bridge in perpetuity. The parties disagree about whether this agreement was an affirmative covenant running with the land or merely a contract. But however the agreement is characterized, it did not pass to Amtrak in the national rail reorganization that brought that railroad into being. Nor is Amtrak responsible for maintaining the bridge in the absence of any agreement. The court will therefore grant summary judgment to Amtrak on the issue of liability for bridge rehabilitation.
In the alternative, the City argues that Amtrak must at least cover the cost of removing the railroad's electrical equipment from the underside of the bridge, so that the City could proceed with the rehabilitation. The City paid Amtrak to perform that work, and now seeks to recoup those payments under two related theories of restitution: emergency assistance and indemnification. The court will grant summary judgment to Amtrak on these claims, as well, because no reasonable jury could find that the removal of Amtrak's electrical equipment was immediately necessary to protect the public safety, and indemnification does not fit the facts of this case.
This case concerns the rehabilitation of a bridge that carries a public road over train tracks in the Bronx. The road was in use by 1849, running across land owned by the family of Robert Bartow. By 1900, a railroad crossed it at grade level. As the result of several condemnations and acquisitions, the Harlem River and Port Chester Railroad Company (the "railroad company") owned those tracks and the land supporting them, along with a train station, while the City of New York owned the road on both sides of the tracks and other adjacent land. In 1906, the City conveyed some of its land to the railroad company "upon the express condition that the said Railroad Company, its successors, lessees and assigns... perform" a number of "covenants and conditions, " including the following:
SECOND. The said railroad company shall at its own expense construct a bridge with the necessary abutments and approaches thereto, over the property of the railroad company, east of Bartow Station, the width of such bridge and approaches to be eighty feet.
SEVENTH. The said railroad company shall maintain and keep in repair at its own expense the bridges and abutments hereinbefore agreed to be constructed by it, except the pavement of such bridges.
FIFTEENTH. The said railroad company shall cause permanent rights of way or easements across its property... at Bartow Station crossing of a width of eighty (80) feet... to be conveyed by proper instruments in writing to the City of New York within ninety (90) days after the execution of this agreement.
Declaration of Daniel G. Jarcho (Feb. 28, 2012) ("Jarcho Decl."), Ex. 10 (Deed from the City of New York to the Harlem River and Port Chester Railroad Company (June 30, 1906)) ("1906 Deed"), at 12-15. (A large part of this litigation concerns the present effect of the seventh paragraph, which the court will refer to as the "Maintenance and Repair Agreement.") If the railroad company did not "fulfill each and every" of these "conditions and covenants, " the lands conveyed would "be forfeited and... revert to the City of New York." Id. at 15.
After building the bridge in question here-which the parties call the Shore Road Circle Bridge-the railroad company "grant[ed] and convey[ed] to the CITY OF NEW YORK, a permanent right of way or easement across its property at Bartow Station... of a width of eighty (80) feet... which said right of way or easement" was "limited for the purpose of the continued existence of a bridge carrying the public highway... across the railroad tracks of said company." Jarcho Decl., Ex. 13 (Easement from Harlem River and Port Chester Railroad Company to the City of New York (Aug. 19, 1909)), at 1. The easement accommodated a bridge "at such an elevation as to provide a clear headroom of eighteen (18) feet above the present elevation of the top of the rails of the railroad tracks." Id. It was "conveyed... in compliance with the terms of" the "written contract" containing the Maintenance and Repair Agreement. Id. at 2-3.
In 1927, the Harlem River and Port Chester Railroad Company merged into the New York, New Haven and Hartford Railroad, which declared bankruptcy and had its assets sold to the Penn Central Transportation Company in 1968. As the D.C. Circuit has explained:
By 1971, Penn Central had filed for bankruptcy. It was not alone. By the early 1970s, the railroads in the northeast were failing at such a rapid rate that Congress stepped in to resolve the regional rail crisis. Congress passed the Regional Rail Reorganization Act of 1973, Pub. L. No. 93-236, 87 Stat. 985 (1974) (codified as amended at 45 U.S.C. § 701 et seq. (1994)) (the "Rail Act"), which allowed the railroads to reorganize into a single entity, and [the Consolidated Rail Corporation, better known as] Conrail was designed to salvage the viable rail properties, leaving much of the debt behind in bankruptcy and beginning with a "clean slate."...
The Rail Act created the United States Railway Association, see 45 U.S.C. § 711(a), a non-profit corporation, which in turn prepared a Final System Plan... which designated how rail properties held by the bankrupt railroads would be distributed, see 45 U.S.C. § 716. The Rail Act also created Conrail, see 45 U.S.C. § 741(a), and mandated that rail properties designated in the Final System Plan be conveyed to Conrail, see 45 U.S.C. § 743(b).
City of Philadelphia v. Consol. Rail Corp., 222 F.3d 990, 991-92 (D.C. Cir. 2000) (abbreviation expanded). Those properties "were to be conveyed... free and clear of any liens or encumbrances.'" Consol. Rail Corp. v. Ray ex rel. Boyd, 632 F.3d 1279, 1281 (D.C. Cir. 2011) (quoting 45 U.S.C. § 743(b)(2)) (emphasis omitted).
The Rail Act created a Special Court to order the conveyance and "resolve disputes related to the reorganization." Id. at 1280. The Special Court issued a conveyance order, see City of Philadelphia, 222 F.3d at 992 (citing 45 U.S.C. § 719(b)), pursuant to which the Penn Central bankruptcy trustees deeded to Conrail all the Bronx real property associated with the railroad lines running under the Shore Road Circle Bridge, subject to "all existing... easements, " Jarcho Decl., Ex. 15 (Deed from Penn Central Trustees to Conrail (Mar. 30, 1976)), at 3. The trustees also executed a bill of sale and assignment, which transferred to Conrail all of Penn Central's "right, title and interest in" the "[e]xecutory [c]ontracts and [a]greements" described in Schedule E to that bill of sale. Id., Ex. 16 (Bill of Sale and Agreement Between Penn Central Trustees and Conrail (Mar. 30, 1976)) ("Bill of Sale"), at 2. Schedule E, in turn, included all of the "rights... in, under and to each and every contract" of Penn Central's "which is used or useful in the provision of rail services, " except for those explicitly excluded. Id. at E1; see also Erie Dock Co. v. Erie Lackawanna, Inc., 688 F.Supp. 1556, 1557 (Reg'l Rail Reorg. Ct. 1988) ("Under Schedule E, Conrail assumed all executory contracts that were used or useful in the provision of rail services'-with certain exceptions."). Among the excluded contracts were all "construction agreements, " "demolition agreements" and "agreements for rehabilitation or modernization of rail properties" that would require Conrail "to complete said construction.... demolition.... [or] rehabilitation or modernization subsequent to conveyance date, without complete financial remuneration." Bill of Sale at E2. Shortly thereafter, Conrail conveyed to Amtrak the real property supporting the Shore Road Circle Bridge-also subject to "all existing... easements, " Jarcho Decl., Ex. 17 (Deed from Conrail to Amtrak (Apr. 1, 1976)), at 6-and executed a bill of sale and assignment transferring, with exceptions not relevant here, all contractual rights "associated with th[at] real property, " id., Ex. 18 (Bill of Sale and Agreement Between Conrail and Amtrak (Apr. 1, 1976)), at Schedule E, page 17.
In 1997, the City of New York hired an engineering firm to begin preparing to rehabilitate the Shore Road Circle Bridge. In 2003, Amtrak and the City signed an agreement under which Amtrak would "make necessary changes in its railroad facilities" so that the bridge project could proceed. Jarcho Decl., Ex. 41 (Contract between Amtrak and the City of New York (Dec. 22, 2003)), at 3. Those necessary changes included the removal of structures attached to the underside of the bridge, which provided electricity to Amtrak's trains and insulated the bridge from that electrical current. In 2004 and 2005, pursuant to the agreement, Amtrak built poles to which its electrical equipment could be attached; the equipment was removed from the bridge and attached to the poles several years later. Decl. of John S. Ramo (Feb., 27, 2012), at ¶ 9. In 2007, the City awarded a contract for the replacement of the bridge.
In 2010, the City brought this suit in the Southern District of New York, alleging that Amtrak was liable under the 1906 Deed for the cost of the bridge rehabilitation. Amtrak's primary defense was that the deeds and bills of sale that transferred the real property supporting the bridge and the contracts associated with it did not convey that liability to Amtrak. Because the resolution of that dispute would require the interpretation of the conveyance orders issued pursuant to the Rail Act, the district court found that the Act gave this court-sitting as the Special Court-exclusive jurisdiction over the case, and accordingly transferred it here. Order (June 13, 2011), at 6. The parties have filed cross-motions for summary judgment. The bridge rehabilitation project was ongoing when those motions became ripe.
II. LEGAL STANDARD
Summary judgment may be granted when "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." FED. R. CIV. P. 56(a). A fact is "material" if it is capable of affecting the substantive outcome of the litigation. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A dispute is "genuine" if sufficient evidence exists such that a reasonable jury could return a verdict for the non-moving party. See Scott v. Harris, 550 U.S. 372, 380 (2007).
The principal purpose of summary judgment is to streamline litigation by disposing of factually unsupported claims or defenses and determining whether there is a genuine need for trial. Celotex Corp. v. Catrett, 477 U.S. 317, 323-24 (1986). The moving party bears the initial responsibility of identifying those portions of the record which demonstrate the absence of any genuine issue of material fact. Id. at 323; FED. R. CIV. P. 56(c)(1)(A) (noting that the movant may cite to "depositions, documents, electronically stored information, affidavits or declarations, ... admissions, interrogatory answers, or other materials"). In response, the non-moving party must similarly designate specific facts in the record that reveal a genuine dispute that is suitable for trial. Celotex, 477 U.S. at 324.
On a motion for summary judgment, the court must "eschew making credibility determinations or weighing the evidence, " Czekalski v. Peters, 475 F.3d 360, 363 (D.C. Cir. 2007), and all underlying facts and inferences must be analyzed in the light most favorable to the non-moving party, Anderson, 477 U.S. at 255. Nevertheless, conclusory assertions offered without any evidentiary support do not establish a genuine issue for trial. Greene v. Dalton, 164 F.3d 671, 675 (D.C. Cir. 1999).
A. Liability for Bridge ...