Settlers Crossing, L.L.C. v. U.S. Home Corporation

Filing 920100616

UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

No. 09-1468

SETTLERS CROSSING, L.L.C., a Virginia limited liability company; WASHINGTON PARK ESTATES, LLC, a Maryland limited liability company, Plaintiffs - Appellants, v. U.S. HOME CORPORATION, a Delaware corporation, Defendant - Appellee.

Appeal from the United States District Court for the District of Maryland, at Greenbelt. Deborah K. Chasanow, District Judge. (8:08-cv-00267-DKC)

Argued:

March 23, 2010

Decided:

June 16, 2010

Before NIEMEYER and SHEDD, Circuit Judges, and James A. BEATY, Jr., Chief United States District Judge for the Middle District of North Carolina, sitting by designation.

Affirmed by unpublished opinion. Judge Niemeyer opinion, in which Judge Shedd and Judge Beaty joined.

wrote

the

ARGUED: John J. Sabourin, Jr., REED SMITH, LLP, Leesburg, Virginia, for Appellants. Deborah Jean Israel, WOMBLE, CARLYLE, SANDRIDGE & RICE, PLLC, Washington, D.C., for Appellee. ON BRIEF: Paul A. Kaplan, WOMBLE, CARLYLE, SANDRIDGE & RICE, PLLC, Washington, D.C., for Appellee.

Unpublished opinions are not binding precedent in this circuit.

2

NIEMEYER, Circuit Judge: Settlers Crossing, L.L.C. and Washington Park Estates, LLC (collectively hereafter, "Settlers Crossing") entered into a

contract to sell 1,250 acres of real property in Prince George's County, Maryland, to U.S. Home Corporation. Settlement of the

transaction was initially scheduled to take place on December 5, 2007, provided that "all conditions precedent to Settlement The

contained in Section 11 of this Agreement are satisfied."

contract of sale also provided that "in the event any condition precedent to Settlement contained in Section 11 is not satisfied or waived in writing by [U.S. Home] at least ten (10) days prior to the Settlement Date . . ., then the Settlement Date shall automatically be extended to that date which is thirty (30) days after all conditions precedent . . . have been satisfied."

Prior to the initially scheduled settlement date, U.S. Home sent Settlers Crossing a letter stating that Settlers Crossing had failed to satisfy certain conditions precedent, "including but not limited and to [the as a acquisition result the of] certain off-site would U.S.

easements"

that

settlement

date

automatically be extended, as provided in the contract.

Home also noted that the list of unsatisfied conditions that it was providing was not exhaustive. Settlers Crossing did not

reply to U.S. Home's letter and did not inquire further about what unstated conditions remained unsatisfied. 3 Rather, on the

day

after

the this

initial action in

settlement the

date,

Settlers of

Crossing Virginia, conditions In the

commenced seeking a

Eastern to

District

declaratory

judgment

identify

"the

precedent, if any, that [were] unsatisfied" on that date. its complaint, Settlers Crossing did not suggest that

contract of sale had been breached.

Indeed, after commencing

the action, all parties continued performance of the contract, preparing for the newly scheduled settlement date. court in Virginia transferred the case to the The district District of

Maryland, finding that "the events and circumstances giving rise to this claim occurred overwhelmingly in Maryland, not

Virginia." During the early months of 2008, further disputes arose concerning both parties' performance, prompting U.S. Home to

file a separate action in the District of Maryland for breach of contract. In this second action, U.S. Home named not only

Settlers Crossing, but also its lender, iStar Financial, and others. Pursuant to various motions filed, the district court

dismissed this action, focusing on the lack of any significance that a declaratory judgment would have for resolving the overall disputes. The court noted that a declaratory judgment

identifying the unsatisfied conditions as of December 5, 2007, was not of sufficient immediacy to constitute an Article III 4

case or controversy, as it would not conclusively resolve any dispute between the parties because the nature of the dispute was ongoing and changing. that even if to jurisdiction provide Alternatively, the court concluded existed, under it would decline, in its

discretion, Act.

relief

the

Declaratory

Judgment

See 28 U.S.C. § 2201 (affording the court discretion to

decline to declare the rights and relations of the parties). The court reasoned that a declaratory judgment would not resolve the disputes between the parties and that, in any event, any dispute over which conditions precedent were not satisfied could be resolved in the second filed action, where the issues were more comprehensively presented. Accordingly, the court

dismissed this action. We affirm the judgment of dismissal on both grounds on

which the district court relied.

First, the complaint in this It

action did not present an Article III case or controversy.

is unclear how a declaratory judgment identifying satisfied and unsatisfied conditions precedent as of December 5, 2007, would resolve any dispute and present a decree of conclusive

character.

The complaint did not allege a breach of contract or It

any other violation of duty that could lead to relief.

merely sought a declaratory judgment of historical fact about what conditions were or were not satisfied as of December 5, 2007. Since the performance between the parties was ongoing 5

thereafter, meaningless. would, in

such It

a

declaratory only an be

judgment a

would

be

virtually and

could be

historical and

observation

any we

event, agree

advisory the

irrelevant court case that or

opinion. Settlers

Accordingly, Crossing's supporting

with did

district a

complaint federal

not

present

controversy Inc. v.

jurisdiction.

See

MedImmune,

Genentech, Inc., 549 U.S. 118, 127 (2007) (holding that Article III requires that a "dispute be definite and concrete, touching the legal relations of parties having adverse legal interest; and that it be real and substantial and admi[t] a specific

relief through a decree of a conclusive character" (internal quotation marks and citation omitted)). Second, exercising the its district court's not to alternative relief holding, under the

discretion

grant

Declaratory Judgment Act, was sound and prudent.

As noted, a

declaratory judgment in this case would not clarify the legal relations between the parties or resolve any live controversy. Moreover, all of the legal issues between the parties are

subsumed within the second action, which was filed by U.S. Home and remains pending in the district court. Avoiding piecemeal

litigation provides a strong reason for declining to declare rights and relationships. See Mitcheson v. Harris, 955 F.2d

235, 239 (4th Cir. 1992) ("[I]t makes no sense as a matter of judicial economy for a federal court to entertain a declaratory 6

action

when or

the to

result try

would

be

to

try

a

controversy settling and

by the

piecemeal, entire

particular (internal

issues

without marks

controversy"

quotation

citation

omitted)). Accordingly, the judgment of the district court is AFFIRMED. *

After the appeal was filed in this action, U.S. Home submitted two motions to dismiss, arguing that this appeal had become moot because Settlers Crossing's lender, iStar Financial, had foreclosed on the property at issue. Because of our ruling in this case, we conclude that we need not reach this issue. For the same reason, we also need not address Settlers Crossing's argument that the Eastern District of Virginia abused its discretion in transferring this action to the District of Maryland. 7

*