Anaheim Gardens v. United States
93-655
| Fed. Cl. | Apr 8, 2022Background
- Buckman Gardens, L.P. was formed in Virginia in 1971 as a single-purpose limited partnership to own and operate the Buckman Gardens apartment complex.
- The partnership sold the building in 1996; the partnership agreement provided that sale of the project ended the partnership’s term and triggered winding up.
- Plaintiffs filed suit in 1997 alleging takings under federal Preservation Statutes; the case later consolidated and proceeded through appeals.
- In 2021 the United States moved to dismiss some First Wave Plaintiffs for lack of standing, arguing terminated partnerships lack legal existence at filing; Buckman Gardens was the primary challenged plaintiff here.
- Under Virginia’s RULPA, persons winding up a limited partnership (including a limited partner or a liquidating trustee) may prosecute and defend suits; one limited partner, Murray Haber, remained alive and a party.
- The court held Buckman Gardens retained legal existence during winding up, that RULPA authorizes litigation during winding up (and a limited partner may carry it out), and therefore denied the government’s motion to dismiss as to Buckman Gardens (Silverlake dismissal challenge was withdrawn as moot).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether sale of the project destroyed Buckman Gardens’ legal existence so it lacked standing when it filed in 1997 | Sale triggered winding up but did not terminate legal existence; partnership could sue during winding up | Sale terminated the partnership immediately and no amendment restored continuity, so no legal existence at filing | Court: sale began winding up but did not eliminate legal existence; Buckman had standing |
| Whether a limited partnership in winding up may initiate or continue litigation under Virginia law | RULPA and the Uniform Partnership Act allow a person winding up (including a limited partner) to prosecute and defend suits | Argues statute is narrow; no liquidating trustee was appointed and general partners later died, so litigation authority is limited | Court: RULPA/UPA permit prosecution during winding up; a limited partner (Murray Haber) lawfully may wind up and continue the suit |
| Whether the court may consider evidence challenging jurisdictional facts | Standing must be determined at filing; plaintiff’s filings and parties’ appendices establish facts supporting jurisdiction | Where jurisdictional facts are contested, court should resolve factual dispute with evidence | Court: follows Reynolds and considered evidence; factual record supports plaintiff’s legal existence at filing |
| Disposition of parallel challenge to Silverlake’s capacity | Silverlake argued it was reinstated under California law and restored capacity to sue | Government contested timing and effect of reinstatement | Government withdrew its 12(b)(6)/summary-judgment challenge as to Silverlake; court treated that part as denied as moot |
Key Cases Cited
- Anaheim Gardens L.P. v. United States, 953 F.3d 1344 (Fed. Cir. 2020) (background appellate history of this consolidated litigation)
- Fund Liquidation Holdings, LLC v. Bank of Am. Corp., 991 F.3d 370 (2d Cir. 2021) (dissolved entities must have legal existence under state law to have standing)
- Reynolds v. Army & Air Force Exch. Serv., 846 F.2d 746 (Fed. Cir. 1988) (court may consider evidence when jurisdictional facts are contested)
- Myers Investigative & Sec. Servs., Inc. v. United States, 275 F.3d 1366 (Fed. Cir. 2002) (standing is a threshold jurisdictional issue)
- Arizonans for Official English v. Arizona, 520 U.S. 43 (U.S. 1997) (standing must exist at commencement of litigation)