MCDONALD'S CORPORATION v. EAST LIBERTY STATION ASSOCIATES

Filing 107

OPINION AND ORDER denying 101 Motion for Reconsideration. Signed by Chief Magistrate Judge Maureen P. Kelly on 7/25/2017. (bb)

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
MCDONALD’S CORPORATION,
Plaintiff,
vs.
EAST LIBERTY STATION
ASSOCIATES,
Defendant.

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Civil Action No. 14-313
Chief Magistrate Judge Maureen P. Kelly
Re: ECF No. 101

OPINION AND ORDER
KELLY, Chief Magistrate Judge
Presently before the Court is a Motion for Reconsideration filed by
Plaintiff/Counterclaim Defendant McDonald’s Corporation (“McDonald’s”). ECF No. 101.
McDonald’s asks the Court to reconsider its April 12, 2017 Opinion and Order in which the
Court found that, because McDonald’s proposed subdivision plan was not in a form that could
have been approved by the Planning Commission, McDonald’s failed to show that subdivision
approval could have been obtained thereby failing to satisfy the condition precedent to exercising
the purchase option as set forth in the Ground Lease entered into between the parties.
“‘The purpose of a motion for reconsideration,’ . . . ‘is to correct manifest errors of law or
fact or to present newly discovered evidence.’” Max's Seafood Cafe ex rel. Lou-Ann, Inc. v.
Quinteros, 176 F.3d 669, 677 (3d Cir. 1999), quoting Harsco Corp. v. Zlotnicki, 779 F.2d 906,
909 (3d Cir. 1985). “Accordingly, a judgment may be altered or amended if the party seeking
reconsideration shows at least one of the following grounds: (1) an intervening change in the
controlling law; (2) the availability of new evidence that was not available when the court
granted the motion for summary judgment; or (3) the need to correct a clear error of law or fact
or to prevent manifest injustice.” Id.

McDonald’s does not cite to any intervening change in the law or previously unavailable
evidence but challenges the Court’s findings based on the third ground, arguing that the Court
erred by improperly interpreting the purchase option and by allowing Defendant East Liberty
Station Associates (“ELSA”) to avoid its contractual obligations. Neither argument has merit. In
so finding, the Court makes the following observations.
First, the issue as framed by McDonald’s in its Complaint and by the parties at the
summary judgment stage of the proceedings (and the issue which the Court, without objection by
McDonald’s, deemed necessitated adjudication before the remaining issues could be resolved),
was whether or not McDonald’s had validly exercised the purchase option. See ECF 1 ¶ 77;
ECF No. 44 at 1, 3-4, 11; ECF No. 61 at 18; ECF No. 73. See ECF No. 99 ¶ I.1., ¶ I.D.58. ¶
II.B.8.; ECF No. 100 at 2, 3. More specifically, the issue was whether McDonald’s could show
that it had satisfied the condition precedent to exercising the purchase option, i.e., whether
McDonald’s had shown that it could obtain subdivision approval. Now, for the first time,
McDonald’s has taken the position that the language set forth in the purchase option, which
requires McDonald’s to show that subdivision approval can be obtained, is not a condition
precedent to exercising the purchase option but is a condition precedent to McDonald’s ultimate
purchase of the Property at issue, and that McDonald’s did/does not have to show could obtain
subdivision approval to exercise the purchase option. McDonald’s change of position, however,
comes too late in the day and does not provide the basis for this Court to reconsider its earlier
ruling.
Second, McDonald’s argument that the Court erred in concluding that McDonald’s would
have to show that it satisfied all of the prerequisites for obtaining final approval by the Planning
Commission, i.e., preliminary review by the zoning office and the requisite signatures on the

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mylar, in order to show that it could obtain subdivision approval, misses the mark. The Court
did not, and indeed, as acknowledged by McDonald’s, cannot substitute its judgment for that of
the Planning Commission as McDonald’s has suggested that the Court has done. As
McDonald’s itself has stated, either the Planning Commission grants final subdivision approval
or it does not regardless of this Court’s findings. Without satisfying the prerequisites, however,
the Planning Commission surely would not have granted final subdivision approval and thus
McDonald’s cannot show that it could have obtained subdivision approval.
Third, McDonald’s argument that the Court erred by holding that McDonald’s needed to
obtain ELSA’s signature, amongst others, before exercising the purchase option because
McDonald’s could not have proceeded any further without ELSA’s cooperation, ignores the
evidence of record, and the primary basis upon which the Court found McDonald’s efforts
lacking, i.e., that the proposed subdivision plan submitted by McDonald’s to the zoning office
for preliminary review was significantly defective. ECF No. 100 at 6. McDonald’s failure to
present a proposed subdivision plan that the Planning Commission would have even considered
approving alone precludes a finding that McDonald’s could have obtained subdivision approval
when it attempted to exercise the purchase option in June of 2012. Moreover, the record is clear
that at the time it attempted to exercise the purchase option, McDonald’s had not even
approached ELSA about exercising the purchase option or having ELSA sign the mylar.
Fourth, and finally, McDonald’s argument that the Court erred in interpreting the
purchase option in a manner that allows ELSA to circumvent its contractual obligations and
unilaterally prevent subdivision of the Property, does not commend reconsideration of the
Court’s findings. McDonald’s argument is not only premised, at least in part, on its new, and
untimely, re-characterization of the issue before the Court, i.e., that showing it could obtain

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subdivision approval is a condition precedent to purchasing the property and not to a valid
exercise of the purchase option, but, as argued by ELSA, McDonald’s position confuses ELSA’s
contractual obligation to convey the Property once McDonald’s successfully exercises the
purchase option with ELSA’s refusal to sign off on a proposed subdivision plan that was
significantly defective.
Having found that McDonald’s has failed to set forth a valid basis upon which this Court
should reconsider its April 12, 2017 Opinion and Order, the following Order is entered:
ORDER
AND NOW, this 25th day of July, 2017, upon consideration of Plaintiff/Counterclaim
Defendant McDonald’s Corporation’s Motion for Reconsideration of this Court’s April 12, 2017
Opinion and Order, ECF No. 101, Defendant/Counterclaim Plaintiff ELSA’s Brief in
Opposition, and Plaintiff/Counterclaim Defendant’s Reply, IT IS HEREBY ORDERED that
Plaintiff/Counterclaim Defendant McDonald’s Corporation’s Motion for Reconsideration, ECF
No. 101, is DENIED.
BY THE COURT:

/s/ Maureen P. Kelly
MAUREEN P. KELLY
CHIEF UNITED STATES MAGISTRATE JUDGE

cc:

All counsel of record by Notice of Electronic Filing

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