Banneker Ventures, LLC v. Jim Graham
418 U.S. App. D.C. 398
| D.C. Cir. | 2015Background
- WMATA operates a transit system and can acquire property for transit-oriented development.
- Banneker Ventures sought to develop WMATA property above the Shaw-Howard/Florida Avenue Metrorail station under a Term Sheet that granted exclusive negotiation rights.
- Graham, a WMATA Board member and D.C. Council member, allegedly opposed Banneker and favored LaKritz Adler Development.
- Allegations include Graham’s collusion with LaKritz Adler, leaking Banneker’s confidential bid info, pressuring partners, and seeking to delay or derail final negotiations.
- The Term Sheet extended negotiations and eventual sale of the property; Banneker sued for breach of exclusivity, bad-faith negotiation, and tort claims; WMATA asserted sovereign immunity, and Graham asserted official immunity.
- The district court dismissed most tort claims; the panel reversed on contract-related claims and remanded on immunity questions for Graham.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of exclusivity by WMATA | Banneker alleges Graham caused WMATA to engage with LaKritz Adler during exclusivity. | WMATA argues it never negotiated with LaKritz Adler during the exclusivity period. | Banneker states a plausible breach of exclusivity claim. |
| Breach of the implied covenant to negotiate in good faith | Term Sheet bound WMATA to negotiate in good faith during exclusivity. | WMATA allegedly complied or there was no final agreement. | Banneker states a plausible claim for breach of the implied covenant. |
| Tortious interference and civil conspiracy against LaKritz Adler | LaKritz Adler knowingly interfered with WMATA-Banneker negotiations and aided Graham. | LaKritz Adler acted in competition and within its legal rights. | Claims sufficiently stated at pleading stage; reversible as to LaKritz Adler. |
| Fraud claim against WMATA and sovereign immunity | WMATA misled about chances of Board approval and concealed conflicts. | Sovereign immunity bars such fraud claims against WMATA. | Fraud claim against WMATA barred by sovereign immunity. |
| Graham’s official immunity | Graham’s alleged acts were within his duties as WMATA Board member and Council member. | Graham is entitled to absolute official immunity for discretionary acts. | Claims against Graham require more factual development; immunity analysis remanded for specifics. |
Key Cases Cited
- Teachers Ins. & Annuity Ass’n of Am. v. Tribune Co., 670 F. Supp. 491 (S.D.N.Y. 1987) (Type II preliminary agreements to negotiate and breach when parties abandon negotiations)
- Stanford Hotels Corp. v. Potomac Creek Assocs., L.P., 18 A.3d 725 (D.C. 2011) (Type II agreements; duty to negotiate in good faith)
- United House of Prayer for All People v. Therrien Waddell, Inc., 112 A.3d 330 (D.C. 2015) (Duty to negotiate in good faith; breach when negotiations are delayed without justification)
- KiSKA Construction Corp., N.S.A. v. WMATA, 321 F.3d 1151 (D.C. Cir. 2003) (Sovereign immunity; discretionary vs ministerial functions under WMATA Compact)
- Westfall v. Erwin, 484 U.S. 292 (U.S. 1988) (Framework for official immunity—scope and discretion)
- Forrester v. White, 484 U.S. 219 (U.S. 1988) (Functional approach to official immunity; discretion and duties)
- Beebe v. WMATA, 129 F.3d 1283 (D.C. Cir. 1997) (Governs immunity for WMATA officials under Westfall framework)
- Gant v. Wallingford Bd. of Educ., 69 F.3d 669 (2d Cir. 1995) (Incorporation and consideration of attached documents in pleadings)
- Barr v. Matteo, 360 U.S. 564 (U.S. 1959) (Official duties and scope of authority for immunity analysis)