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Park Properties Associates, L.P. v. United States

United States Court of Appeals, Federal Circuit

February 19, 2019

PARK PROPERTIES ASSOCIATES, L.P., VALENTINE PROPERTIES ASSOCIATES, L.P., Plaintiffs-Cross-Appellants
v.
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.

          Thomas A. Gentile, Wilson Elser Moskowitz Edelman & Dicker LLP, Florham Park, NJ, argued for plaintiffs-cross-appellants.

          John 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.

          Before Stoll, Mayer, and Schall, Circuit Judges.

          Stoll, Circuit Judge.

         The 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.[1] 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.[2]

         Background

         This 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 and Valentine.

         We 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.

         Section 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 Administrator
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.

         Section 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 would ...


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