PARK PROPERTIES ASSOCIATES, L.P., VALENTINE PROPERTIES ASSOCIATES, L.P., Plaintiffs-Cross-Appellants
UNITED STATES, Defendant-Appellant
Appeals from the United States Court of Federal Claims in No.
1:15-cv-00554-LAS, Senior Judge Loren A. Smith.
A. Gentile, Wilson Elser Moskowitz Edelman & Dicker LLP,
Florham Park, NJ, argued for plaintiffs-cross-appellants.
Jacob Todor, Commercial Litigation Branch, Civil Division,
United States Department of Justice, Washington, DC, argued
for defendant-appellant. Also represented by Kenneth Dintzer,
Robert Edward Kirschman, Jr., Joseph H. Hunt.
Stoll, Mayer, and Schall, Circuit Judges.
government appeals the United States Court of Federal
Claims's denial of its motion to dismiss and grant of
summary judgment in favor of landlord-plaintiffs Park
Properties Associates, L.P. and Valentine Properties
Associates, L.P. Landlord-plaintiffs cross-appeal the trial
court's denial of vacancy damages. We reverse the trial
court's denial of the government's motion to dismiss.
Accordingly, we vacate the trial court's grant of summary
judgment regarding liability and damages, and remand for
proceedings consistent with this opinion.
appeal concerns jurisdiction over a contract dispute. The
United States Department of Housing and Urban Development
("HUD") administers the project-based Section 8
housing program using Housing Assistance Payments
("HAP") renewal contracts. Park and Valentine own
publicly assisted housing in Yonkers, New York. They allege
that the government breached the renewal contracts, resulting
in money damages. The trial court determined that it had
jurisdiction, found the government liable for breach of
contract, and awarded $7.9 million in total damages to Park
focus on jurisdiction, the threshold issue. The parties agree
that the trial court has jurisdiction only if the parties
were in privity of contract. The salient facts regarding
jurisdiction are as follows. The contracts at issue were
executed in a two-tiered system. First, the government,
through HUD, contracted with a public housing agency
("PHA") (here, the New York State Housing Trust
Fund Corporation ("NYSHTFC")). Second, the PHA
contracted with the private owners of rental housing (here,
landlord-plaintiffs). Neither contract explicitly named both
the government and the landlord-plaintiffs as directly
contracting parties, but the trial court held that the
renewal contracts created privity between them.
1 of each renewal contract specifically identified the
parties. For example, the Park renewal contract specifically
identified the two parties as NYSHTFC and Park:
1 CONTRACT INFORMATION
. . .
PARTIES TO RENEWAL CONTRACT Name of Contract
New York State Housing Trust Fund Corporation
. . .
Name of Owner
Park Properties Associates, LP
J.A. 41-42 (footnotes omitted). Notably, Section 1 did not
identify the government or HUD as a party to the contract.
4(a)(1) of each Park and Valentine renewal contract
reiterated that the contract was between the Contract
Administrator and the Owner of the Project-as identified in
Section 1, discussed above. However, Section 4(a)(2) further
specified that, if HUD was the Contract Administrator, HUD