Senior Housing Assistance Group v. AMTAX Holdings 260, LLC et al

Filing 148

ORDER denying Defendants' 147 Motion for Reconsideration. Signed by Judge Ricardo S. Martinez. (PM)

1
2
3
4
5
6
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
AT SEATTLE

7
8
9
10
11
12
13

SENIOR HOUSING ASSISTANCE GROUP,
Plaintiff/Counter-Defendant,

Case No. C17-1115 RSM
ORDER DENYING MOTION FOR
RECONSIDERATION

v.
AMTAX HOLDINGS 260, LLC, et al.
Defendants/Counter-Plaintiffs.

14
15
16

AMTAX HOLDINGS 260, LLC, et al.,
Third-Party Plaintiffs,
v.

17
18
19
20
21
22
23
24
25
26
27
28

SENIOR HOUSING ASSISTANCE
CORPORATION, et al. Third-Party
Defendants.
This matter comes before the Court on Defendants AMTAX Entities (“AMTAX”)’s
Motions for Reconsideration. Dkt #147. The Court has determined that response briefing is
unnecessary. See LCR 7(h)(3).
AMTAX specifically moves for the Court to modify two sentences of its recent Order
on Summary Judgment as follows:
The Court notes that AMTAX also argues it has not consented to
any of these third party offers. The Court finds that nowhere in the
Partnership Agreements is such consent explicitly required, and the
definition of a right of first refusal only requires a third party offer

ORDER RE: MOTIONS IN LIMINE - 1

to be made, not that the third party offer is acceptable to the seller.
Even if such were required under the common law, Section
4.5A(iii) specifically states that AMTAX’s consent is not required
for SHAG to exercise its Special ROFR, and such consent would
impermissibly render this provision meaningless. See Ibrahim,
supra.

1
2
3
4
5

Dkt. #147 at 2 (citing Dkt. #142 at 14). AMTAX argues that these stricken through sentences

6

directly contradict prior case law cited in the Order: “[a]s the Washington authority quoted

7
8
9
10

earlier in the Order holds, a right of first refusal ‘requires the landowner to first get an offer to
purchase from a third party, that the seller is willing to accept.’” Id. (citing Dkt. #142 at 11)
(emphasis in original).

11

“Motions for reconsideration are disfavored.” LCR 7(h)(1). “The court will ordinarily

12

deny such motions in the absence of a showing of manifest error in the prior ruling or a

13

showing of new facts or legal authority which could not have been brought to its attention

14
15

earlier with reasonable diligence.” Id.

16

The Court finds that AMTAX has failed to demonstrate manifest error, but that some

17

clarification is warranted. The Court intended to convey that the definition for “right of first

18

refusal” found in Black’s Law Dictionary and cited in the Order does not in itself indicate that a

19

third party offer must be acceptable to the seller.1 The definition of the phrase and the legal

20
21

requirements under case law are two different things. The Court goes on to write in the next

22

sentence that acceptability could be required in this case under common law, as indeed

23

AMTAX argues and is otherwise stated in the Order, but that it is not required in this case

24

because “Section 4.5A(iii) specifically states that AMTAX’s consent is not required for SHAG

25
26

to exercise its Special ROFR.” Dkt .#142 at 14. The Court regrets any confusion, however,

27
28

1

A “right of first refusal” is defined in Black’s Law Dictionary as “[a] potential buyer’s contractual right to meet
the terms of a third party’s higher offer.” Right of First Refusal, Black’s Law Dictionary (10th Ed. 2014).

ORDER RE: MOTIONS IN LIMINE - 2

1
2
3
4

none of the above materially affects the Court’s decision and the Court finds no basis to strike
these lines from its prior Order.
Having reviewed the relevant briefing and the remainder of the record, the Court hereby
finds and ORDERS that Defendants’ Motion for Reconsideration (Dkt. #147) is DENIED.

5
6
7

DATED this 21st day of February 2019.

8

A

9

RICARDO S. MARTINEZ
CHIEF UNITED STATES DISTRICT JUDGE

10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

ORDER RE: MOTIONS IN LIMINE - 3