Centennial-Aspen II Ltd. Partnership v. City of Aspen

852 F. Supp. 1486, 1994 U.S. Dist. LEXIS 6764, 1994 WL 200797
CourtDistrict Court, D. Colorado
DecidedMay 20, 1994
DocketCiv. A. 92-B-2570
StatusPublished
Cited by4 cases

This text of 852 F. Supp. 1486 (Centennial-Aspen II Ltd. Partnership v. City of Aspen) is published on Counsel Stack Legal Research, covering District Court, D. Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Centennial-Aspen II Ltd. Partnership v. City of Aspen, 852 F. Supp. 1486, 1994 U.S. Dist. LEXIS 6764, 1994 WL 200797 (D. Colo. 1994).

Opinion

MEMORANDUM OPINION AND ORDER

BABCOCK, District Judge.

Defendants County of Pitkin and Board of County Commissioners of Pitkin County (collectively County) move for summary judgment on plaintiff Centennial-Aspen II Limited Partnership’s (Centennial) claims for breach of contract, declaratory judgment, promissory estoppel, reformation or rescission of the contract, and attorney fees. Defendant Aspen/Pitkin County Housing Authority (Housing Authority) also moves for summary judgment. By orders dated April 22, 1993 and February 11, 1994, I granted the Housing Authority’s motion to dismiss all of Centennial’s contract and declaratory judgment based claims against it.' As a result, promissory estoppel is the only claim remaining against the Housing Authority. The motions have been briefed fully and oral argument was held May 17, 1994. For all the reasons set forth below, I will deny the summary judgment motions.

II.

Summary judgment shall be granted if the pleadings, depositions, answers to interrogatories, admissions, or affidavits show that there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c). The non-moving party has the burden of showing that there are issues of material fact to be determined. Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986). A party seeking summary judgment bears the initial responsibility of informing the district court of the basis for its motion, and identifying those portions of the pleadings, depositions, interrogatories, and admissions on file together with affidavits if any, which it believes demonstrate the absence of genuine issues for trial. Celotex, 477 U.S. at 323, 106 S.Ct. at 2552-53; Mares v. ConAgra Poultry Co., Inc., 971 F.2d 492, 494 (10th Cir.1992). Once a properly supported summary judgment motion is made, the opposing party may not rest on the allegations contained in his complaint, but must respond with specific facts showing the existence of a *1490 genuine factual issue to be tried. Otteson v. U.S., 622 F.2d 516, 519 (10th Cir.1980); Fed.R.Civ.P. 56(e). Summary judgment is appropriate when the court concludes that no reasonable juror could find for the non-moving party based on the evidence present in the motion and response. Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). However, summary judgment should not enter if, viewing the evidence in a light most favorable to the nonmoving party and drawing all reasonable inferences in that party’s favor, a reasonable jury could return a verdict for that party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249-52, 106 S.Ct. 2505, 2510-12, 91 L.Ed.2d 202 (1986); Mares, 971 F.2d at 494.

III.

Centennial owns fee title to a 148 unit apartment complex in Aspen, Colorado, called the Centennial Apartments (the Apartments). In August 1982, the Housing Authority’s predecessor and the County requested proposals from development firms to construct and take title to an “affordable housing” complex initially called Silverking Phase IV. Following submission of the proposals, the County chose Centennial’s predecessor as the developer. Contract negotiations began and culminated in the execution of a Disposition and Development Agreement (Development Agreement). Centennial’s predecessor and the County are the only parties to this agreement.

The Development Agreement restricts the Apartment’s rental increases to those allowed under c'ertain local governmental “Qualification Guidelines” (Guidelines). However, if the Guidelines are not timely revised or amended, the percentage change in the urban index determines the rental increase amount. Section 3.02 of the Development Agreement provides:

a) The Developer agrees to comply with the Qualification Guidelines; however, upon amendment or replacement of Resolution No. 82-39 [the 1982 Qualification Guidelines] or if such resolution remains in force beyond 1982, the Developer shall be able to exceed the Qualification Guidelines in the following manner:
1) In any calendar year after the calendar year in which the Certificate of Completion is issued, the Developer shall be able to rent and sell Rental and Sale Units, respectively, so that .the rent or sale price may be increased beyond the price ceilings in the Qualification Guidelines for the year in which such rental or sale takes place to the extent that the Aspen Wage Index for the calendar year of such rental or sale is greater that the Aspen Wage Index for the immediately preceding year.

In addition to annual adjustments in public housing rental rates, the Guidelines address the use, occupancy, price, and development of affordable housing. Specifically, they include: priorities for development; renting and purchasing qualifications; sale procedures; minimum size and quality standards; maximum sale prices for newly constructed units; maximum rents and sale prices for newly constructed units; occupancy standards; and grievance and show cause procedures.

On November 8, 1982, the City of Aspen (City), the Housing Authority of Aspen, the Board of County Commissioners of Pitkin County, and the Board of Commissioners of the Pitkin County Housing Authority executed an intergovernmental agreement (1982 IGA) to establish and jointly operate the Housing Authority. Pursuant to the 1982 IGA, the Housing Authority is authorized, among other things:

1. To plan for ... a project to provide low, moderate, middle income housing on Phase IV Silverking land to replace Silverking units that will be condominiumized for the free market.
2. To annually adopt qualifications for ownership and rental [sic] low, moderate and middle income housing within the City and County as required by existing agreements and land use regulations.

See 1982 IGA, p. 2, ¶¶ 6 and 7. The project on the Silverking land is the Centennial project. The Centennial project is the only *1491 housing project referenced expressly in the 1982 IGA. Subsequently, two additional IGAs were executed, one in 1984 (1984 IGA), and one in 1989 (1989 IGA). These IGAs changed the Housing Authority’s responsibility regarding the Guidelines. Under the 1982 IGA, the Housing Authority adopted the Guidelines, but under the later versions, it recommends Guidelines. The 1984 and 1989 IGAs provide in article 1.7 that the Housing Authority has:

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Alvariza v. Home Depot
506 F. Supp. 2d 451 (D. Colorado, 2007)
Berg v. State Board of Agriculture
919 P.2d 254 (Supreme Court of Colorado, 1996)

Cite This Page — Counsel Stack

Bluebook (online)
852 F. Supp. 1486, 1994 U.S. Dist. LEXIS 6764, 1994 WL 200797, Counsel Stack Legal Research, https://law.counselstack.com/opinion/centennial-aspen-ii-ltd-partnership-v-city-of-aspen-cod-1994.