Armenian Assembly of America, Inc. v. Cafesjian
772 F. Supp. 2d 129
D.D.C.2011Background
- Consolidated actions concern a plan to create a Armenian Genocide Museum & Memorial in DC, including the Bank Building site and adjacent properties.
- Cafesjian and CFF funded the project; AGM&M was created as the organizing entity to develop the museum.
- A Grant Agreement (Nov. 1, 2003) and a Transfer Agreement governed funding, ownership, and a reversion clause triggered if development stalled by Dec. 31, 2010.
- The Grant Agreement gave the Grantor discretion to either return funds or transfer the Grant Property if conditions were unmet.
- A reversion provision aimed to incentivize timely completion; by 2010 AGM&M had not completed the project, activating the clause.
- The court previously held the reversion clause valid and addressed related matters; this opinion resolves remaining issues, including reimbursement, indemnification, and ancillary motions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether CFF must reimburse AGM&M for value excess | CFF should reimburse AGM&M for excess value | Grantor may elect transfer of property; no reimbursement required | Grant Agreement unambiguously allows transfer of Grant Property without reimbursement |
| Whether transfer to CFF violates tax/private inurement rules | Transfer to CFF risks private inurement | CFF is a 501(c)(3) entity; no private benefit | Transfer does not constitute private inurement; no reimbursement required |
| Whether AGM&M must effect transfer of Grant Property to CFF | Terms impose conditions or delays on transfer | Language mandates transfer to CFF; no tax condition blocking | AGM&M must transfer the Grant Property to CFF by May 23, 2011 |
| Amount and method of indemnification for Cafesjian and Waters | Expenses should be allocated to indemnification; blended costs unclear | Indemnification allowed but requires detailed allocation; some expenses contested | Referral to magistrate for a report on expenses; partial denial of vexatious fees and abeyance of certain issues |
| Court's supplemental jurisdiction over dissolution petition | State dissolution matters belong in DC Superior Court | Federal court may hear ancillary issues; jurisdiction exists | Declines to exercise supplemental jurisdiction over involuntary dissolution; leave to Superior Court |
Key Cases Cited
- Dyer v. Bilaal, 983 A.2d 349 (D.C. 2009) (interpret contract terms using objective standard and extrinsic evidence only if ambiguity exists)
- Tillery v. D.C. Contract Appeals Bd., 912 A.2d 1169 (D.C. 2006) (ambiguity requires extrinsic evidence; interpret contract as a whole)
- Steele Foundations, Inc. v. Clark Constr. Grp., Inc., 937 A.2d 148 (D.C. 2007) (purpose and surrounding circumstances used to interpret contract terms)
- 1010 Potomac Assocs. v. Grocery Mfrs. of Am., Inc., 485 A.2d 199 (D.C. 1984) (interpret contract language with consideration of surrounding circumstances)
- Washington Auto. Co. v. 1828 L. St. Assocs., 906 A.2d 869 (D.C. 2006) (specific terms favored over general language in contract interpretation)
- Underwood v. United States, 461 F. Supp. 1382 (N.D. Tex. 1978) (return of conditional gift; not self-dealing under certain tax provisions)