United States District Court, District of Columbia
C.F. FOLKS, LTD., Plaintiff,
DC JEFFERSON BUILDING, LLC, Defendant.
S. CHUTKAN UNITED STATES DISTRICT JUDGE.
case involves a dispute between a tenant, Plaintiff C.F.
Folks, Ltd., and its landlord, Defendant DC Jefferson
Building, LLC. Plaintiff seeks declaratory and injunctive
relief, arguing that Defendant's refusal to permit
Plaintiff's patrons access to its building's
third-floor restrooms after normal business hours is
unreasonable, arbitrary, and violates the written and
unwritten terms of the parties' leasing arrangement. ECF
No. 1-1 (Compl.). Defendant moves to dismiss Plaintiff's
Complaint pursuant to Federal Rule of Civil Procedure
12(b)(1) for lack of subject matter jurisdiction and Federal
Rule of Civil Procedure 12(b)(6) for failure to state a claim
upon which relief can be granted. ECF No. 4-1 (Mot.). For the
reasons explained below, the court will GRANT Defendant's
motion to dismiss.
May 1981, Plaintiff has owned and operated C.F. Folks
Restaurant, a lunchtime restaurant/café contained
within commercial property located at 1225 19th Street NW,
Washington, D.C (the “Building”). Compl.
¶¶ 2, 4, 6. Over the years, C.F. Folks Restaurant
has leased space in the Building from several different
persons and entities. Compl. ¶ 5. Defendant has owned
the Building and served as Plaintiff's landlord since on
or about January 8, 2009. Compl. ¶ 18.
terms of the parties' leasing arrangement are contained
in six documents: (1) the original lease agreement, dated
June 18, 1990; (2) a First Amendment to the original lease
agreement, dated October 31, 1999; (3) a Second Amendment to
the original lease agreement, dated July 31, 2006; (4) a
Third Amendment to the original lease agreement, dated
February 2008; (5) a settlement agreement (the
“Settlement Agreement”), dated February 2008; and
(6) a Fourth Amendment to the original lease agreement, dated
January 26, 2010. Compl. ¶ 19. Most relevant to this
action, section 5 of the Settlement Agreement provides:
Contingent upon C.F. Folks maintaining the garage level one
restroom in a workable and sanitary manner in accordance with
its obligations under the Lease, patrons of C.F. Folks may
also use those restrooms on the third floor level of the
Such right to use the third floor restrooms is subject to
Landlord's discretion and Landlord may revoke such right
if: (1) such use interferes with other tenants in the
building, or (2) C.F. Folks fails to maintain the garage
level one restroom in accordance with the provisions outlined
in paragraph 4 of this Settlement Agreement and the Lease.
Landlord shall provide 60 days' notice of any revocation
of C.F. Folks' right to use the third floor restrooms. In
the event that Landlord revokes the right of C.F. Folks to
use the third floor restrooms, such revocation of those
rights shall not apply to any C.F. Folks' customer who,
by reason of handicap or other physical disability, cannot
use the garage level one restrooms.
Ex A at ¶ 5.
to Plaintiff, section 5 of the Settlement Agreement
memorialized its unwritten understanding with its prior
landlords that, pursuant to the District of Columbia Building
Code and the Americans with Disabilities Act
(“ADA”), its patrons and employees are required
to have access to two restrooms-at least one of which is
ADA-compliant. Compl. ¶¶ 6, 11, 13. Under the
lease terms, Plaintiff has always had exclusive access to one
of two single-occupancy restrooms located on the garage level
(one level below C.F. Folks Restaurant) of the Building.
Compl. ¶ 7. Neither of those restrooms are capable of
becoming ADA-compliant. Compl. ¶¶ 7, 12. In the
past, Plaintiff's patrons were permitted to use restrooms
located on either the second or third floors of the Building.
Compl. ¶ 10. Through the 2008 Settlement Agreement,
Plaintiff's patrons were given, in writing, formal access
to the Building's third-floor restrooms- at least one of
which is ADA-compliant. Compl. ¶¶ 11, 13.
Currently, Plaintiff's patrons-both those with and
without disabilities-have unrestricted access to the
garage-level and third-floor restrooms during normal business
hours. Compl. ¶ 20; Compl. Ex. C.
2014, Plaintiff has sought to expand its restaurant's
operating hours from strictly lunchtime hours to 6 a.m. to 11
p.m. on Sunday through Thursday, and 6 a.m. to 2 a.m. on
Friday and Saturday. Compl. ¶ 21; Compl. Ex. D at 2. The
restaurant also planned to begin serving alcoholic beverages
during these expanded hours. Compl. Ex. D at 1-2. Finding
section 5 of the Settlement Agreement ambiguous as to whether
restaurant patrons were permitted to use the third-floor
restrooms after normal business hours, ECF No. 7 (Opp.) at 9,
Plaintiff expressly requested “after office
hours” use of the third-floor restrooms. Compl. ¶
22. In an August 1, 2016 letter, Defendant agreed to
Plaintiff's request, but only for those patrons who are
unable to access the garage-level restroom due to a handicap
and who are accompanied by a C.F. Folks Restaurant employee.
Compl. Ex. C. In the letter, Defendant stated that
“[t]he safety of the building's tenants is of
paramount importance, ” and explained that permitting
unrestricted after-hours access to the third-floor restrooms
presented safety concerns, since the Building had no night
security guard and Plaintiff's patrons may have consumed
alcohol. Compl. Ex. C. Even after Plaintiff agreed not to
serve alcoholic beverages, Compl. Ex. D at 2, Defendant
maintained its position that use of the third-floor restrooms
after normal business hours would be limited to those who are
disabled and accompanied by a C.F. Folks employee,
see Compl. Ex. E. Plaintiff alleges that as a result
of Defendant's continued position regarding after-hours
restroom access, Plaintiff has been unable to expand its
restaurant's operating hours due to its fear of
litigation relating to the District of Columbia's
Building Code, the ADA, and personal injury claims.
See Compl. ¶¶ 43, 47.
requests declaratory and injunctive relief to address
Defendant's “unreasonable and arbitrary”
position. Specifically, in Counts I and II of the Complaint,
Plaintiff asks this court to declare (1)
“Defendant's conduct to be in violation of the
express terms of the parties' settlement agreement and in
contradiction to the previously-described, well-understood
custom between the parties, ” and that (2)
“Defendant has unreasonably and arbitrarily exercised
its contractual discretion to condition Plaintiff's use
of the third floor bathrooms in a manner that has directly
harmed Plaintiff's business interests within its
restaurant/café.” Compl. at 11, 13. Plaintiff
also requests an injunction “restraining Defendant from
taking any action  designed to hinder or otherwise prevent
Plaintiff from acting in compliance with the Americans with
Disabilities Act and the District's building code.”
Compl. at 14.
to Federal Rule of Civil Procedure 12(b)(1), a defendant may
move to dismiss a complaint for lack of subject matter
jurisdiction. The law presumes that “a cause lies
outside [a federal court's] limited jurisdiction”
unless the party asserting jurisdiction establishes
otherwise. Kokkonen v. Guardian Life Ins. Co. of
Am., 511 U.S. 375, 377 (1994); see also Georgiades
v. Martin-Trigona, 729 F.2d 831, 833, n.4 (D.C. Cir.
1984) (“It is the burden of the party claiming subject
matter jurisdiction to demonstrate that it exists.”).
In evaluating a motion to dismiss under Rule 12(b)(1), a
court must assume the truth of all factual allegations and
must review “‘the complaint liberally, granting
plaintiff the benefit of all inferences that can be derived
from the facts alleged.'” Am. Nat'l Ins.
Co. v. FDIC, 642 F.3d 1137, 1139 (D.C. Cir. 2011)
(quoting Thomas v. Principi, 394 F.3d 970, 972 (D.C.
Cir. 2005)). Nevertheless, “‘the court need not
accept factual inferences drawn by plaintiffs if those
inferences are not supported by facts alleged in the
complaint, nor must the [c]ourt accept plaintiff's legal
conclusions.'” Disner v. United States,
888 F.Supp.2d 83, 87 ...