19 F. Supp. 3d 231
D.D.C.2014Background
- Banneker had an exclusive right to negotiate a Joint Development Agreement with WMATA for the Site above the Shaw-Howard/Florida Avenue Metro Station, but no final agreement was reached.
- WMATA selected Banneker as the Selected Developer in June 2008 and executed a July 17, 2008 Term Sheet granting exclusivity for five months to negotiate a definitive agreement.
- The exclusivity was extended several times but ultimately expired on March 31, 2010; WMATA later sold the Site in 2011.
- Plaintiff alleges that Jim Graham, then WMATA Board member and DC Council member, interfered with Banneker’s negotiation by opposing Banneker and favoring LAD, among other actions.
- Graham’s conduct was investigated by Cadwalader and the D.C. ethics authorities, which found misconduct and resulted in a 2013 DC Council reprimand.
- Banneker asserted eight counts, including tortious interference and unlawful restraint of trade, but the court granted WMATA’s prior dismissal and now dismisses the remaining claims against Graham and the LaKritz Adler Defendants.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Graham is immune from suit in official capacity | Graham acted within WMATA duties; conduct was not discretionary under Standards of Conduct. | Official-capacity claims are barred by sovereign immunity; conduct was discretionary. | Graham is immune; official-capacity claims dismissed for lack of jurisdiction. |
| Whether Graham has absolute immunity for personal-capacity claims | Graham unlawfully stalled the project for personal/political reasons. | Absolute immunity applies for discretionary acts within official duties, regardless of motive. | Graham has absolute immunity; personal-capacity claims dismissed. |
| Tortious interference with a prospective economic advantage | Graham and LAD interfered with Banneker’s probable future contract with WMATA. | No valid business expectancy existed; interference insufficiently connected to a probable contract. | Count III dismissed for lack of a valid business expectancy. |
| Tortious interference with contract | Term Sheet and exclusivity contract were valid contracts Banneker was interfered with. | Term Sheet was non-binding and not a valid contract; exclusivity lacked breach by defendants. | Count IV dismissed; no valid contract or breach shown. |
| Unlawful restraint of trade (antitrust) | Alleged bid-rigging and coordination harmed competition. | No antitrust injury; action involved a government process and a public official, not competitors colluding. | Count VI dismissed for lack of antitrust injury and improper defendant-competitor grouping. |
| Civil conspiracy | Conspiracy to interfere with Banneker’s rights through a scheme with Graham and LAD. | Conspiracy cannot stand where underlying torts are not stated. | Count VIII dismissed as dependent on dismissed underlying torts. |
Key Cases Cited
- Kentucky v. Graham, 473 U.S. 159 (U.S. Supreme Court 1985) (official-capacity immunity framework for public officials)
- Beatty v. WMATA, 860 F.2d 1117 (D.C. Cir. 1988) (extended immunity considerations to WMATA-related actions)
- District of Columbia v. Jones, 919 A.2d 604 (D.C. 2007) (absolute immunity factors; motive not considered)
- Moss v. Stockard, 580 A.2d 1011 (D.C. 1990) (four-factor test for government actor discretion in immunity analysis)
- Simpkins v. District of Columbia, 720 A.2d 894 (D.C. 1998) (economic injury considerations in immunity/claims)
- Simon v. Circle Assocs., 753 A.2d 1006 (D.C. 2000) (contract formation and material terms for enforceability)
- Carr v. Brown, 395 A.2d 79 (D.C. 1978) (relevance of government approval as a remote condition for expectancy)
- Bebchick (Democratic State Comm. of D.C. v. Bebchick), 706 A.2d 569 (D.C. 1989) (remote gov't approval undermines valid business expectancy)