Coggeshall Development Corp. v. United States

39 Cont. Cas. Fed. 76,566, 29 Fed. Cl. 264, 1993 U.S. Claims LEXIS 139, 1993 WL 333378
CourtUnited States Court of Federal Claims
DecidedSeptember 1, 1993
DocketNo. 90-3942L
StatusPublished
Cited by2 cases

This text of 39 Cont. Cas. Fed. 76,566 (Coggeshall Development Corp. v. United States) is published on Counsel Stack Legal Research, covering United States Court of Federal Claims primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Coggeshall Development Corp. v. United States, 39 Cont. Cas. Fed. 76,566, 29 Fed. Cl. 264, 1993 U.S. Claims LEXIS 139, 1993 WL 333378 (uscfc 1993).

Opinion

OPINION

FUTEY, Judge.

This contract case is before the court after a trial on the merits. Plaintiffs are successors-in-title to Navy surplus real property and seek compensation from defendant for the alleged violation of the terms of the property’s deed. Defendant counters that it has not violated the deed’s terms as the original contracting parties intended the terms to be read.

Factual Background1

Plaintiffs, Coggeshall Development Corporation (Coggeshall Development) and Coggeshall Marina, Inc. (Coggeshall Marina), are Rhode Island business corporations. Defendant is the United States, acting through its agent, the United States Navy (Navy). The deed at issue concerns real property in Rhode Island that has [266]*266changed hands several times and to which plaintiffs are the current successors-in-title.

In the early 1970’s, the United States government announced that it was planning to reduce the size and scope of operations of the Navy at the Newport Naval Base in Newport, Rhode Island. In 1974, as a result of this restructuring, the Navy declared certain real property, located in nearby Portsmouth, Rhode Island, excess to its needs and transferred the property to the General Services Administration (GSA) for disposition. GSA subsequently determined that the land was surplus to the needs of the United States and offered to sell it to the Rhode Island Port Authority and Economic Development Corporation (RIPA), an agency of the State of Rhode Island created to acquire surplus land of the United States for economic development purposes.

At approximately the same time that GSA was negotiating with RIPA to sell the surplus land to the State of Rhode Island, a private company known as Bend, Inc. (Bend), presented RIPA with a proposal to use approximately 28.8 acres of that land, located in an area now known as the Bend Boat Basin, to run a marina. RIPA approved the Bend project and on February 1, 1978, executed a “Site Lease Agreement” with Bend. Under that instrument, RIPA, as lessor, agreed to lease the 28.8 acres to Bend, as lessee, for an initial term commencing on February 1, 1978, and running through January 31, 1993. RIPA also granted Bend an option to purchase the property at the end of the initial term.

On February 13, 1978, GSA conveyed to RIPA two parcels of its surplus property totalling approximately 28.8 acres. The deed from GSA to RIPA (GSA deed) provides, in relevant part, that:

[T]he UNITED STATES OF AMERICA, acting by and through the ADMINISTRATOR OF GENERAL SERVICES, under and pursuant to the powers and authority contained in the provisions of the Federal Property and Administrative Services Act of 1949 ... as amended ... grants to the RHODE ISLAND PORT AUTHORITY AND ECONOMIC DEVELOPMENT CORPORATION ... two certain parcels of land ... shown as Parcel 1 and Parcel 2 on a Plan attached hereto and made a Part hereof, entitled “BEND, INC. BOAT BASIN MELVILLE PORTSMOUTH RHODE ISLAND ____” The Grantor hereby grants to Grantee all sewer lines located within said Parcels 1 and 2, along with the perpetual and assignable right to connect at the boundary of Grantee’s property with certain sewer mains owned by Grantor and located on other land of Grantor. Grantor covenants that it will maintain its sewer mains and appurtenances which connect sewer lines in the fee area to the City of Newport’s public sewer system. The Grantee by acceptance of this Deed covenants that it shall pay the pro-rata costs (based on use) of maintaining Grantor’s connecting system resulting from Grantee’s use thereof, direct charges assessed to Grantee by the furnishing utility or entity; provided that Grantor’s obligation to maintain the same shall terminate at such time as such sewer service shall become available to Grantee by a public utility, without utilizing sewer lines then owned by Grantor; and provided that Grantee’s obligation to pay the pro rata costs of maintaining Grantor’s connecting sewer system shall terminate upon Grantee obtaining such public utility service. Grantee shall be allowed a reasonable time to obtain such public utility sewer service after same shall become available.

In addition, the GSA deed states the following with respect .to successors-in-title and subsequent assignment by RIPA:

Wherever in this Deed reference is made to the Grantor or Grantee, the same shall be read and construed so as to include the successors in title and assigns of both Grantor and Grantee, as well as any person, firm or entity claiming by, through or under said Grantor or Grantee, and their respective successors in title and assigns.
All covenants and agreements as are herein contained in this Deed, whether made by Grantor or Grantee, shall be [267]*267deemed and shall constitute covenants running with the land, and shall be binding upon the successors in title and assigns of both Grantor and Grantee, and those claiming by, through or under either of them, including without limiting the foregoing generality, estates for a term of years except that the covenants and agreements of the Grantor shall cease to run with the land if the same shall have lapsed as aforesaid.

On February 27, 1978, pursuant to the Bend-RIPA Site Lease Agreement, Bend, as sublessor, entered into a sublease with Tillotson-Pearson, Inc. (TPI), in order to implement the Bend marina project. The sublease provides, in relevant part, that “BEND is the tenant of [the 28.8 acres constituting the ‘Parcel’] pursuant to a certain Site Lease Agreement ... [with RIPA] ...” and that it was subletting to TPI certain premises thereon. The sublease defined the term “Parcel” as the entire 28.8 acres that RIPA had acquired from GSA and which it had leased to Bend under the Site Lease Agreement. The sublease between Bend and TPI was recorded in the Portsmouth Records of Land Evidence on February 28, 1978.

On May 1,1986, Bend was approached by Thomas McLaughlin, the President of Woodman Development Corporation (Woodman), a Boston-based company that expressed interest in acquiring Bend’s property interests. Woodman incorporated Coggeshall Development in August 1986, and Coggeshall Marina in December 1986, in order to acquire Bend’s interests.

In the fall of 1986, upon Bend’s request, RIPA agreed to accelerate Bend’s option to purchase the 28.8 acres under the Site Lease Agreement. On December 5, 1986, Bend and RIPA entered into a Purchase and Sale Agreement under which RIPA agreed to sell the property to Bend.

Also on December 5, 1986, Thomas McLaughlin, on behalf of Coggeshall Development, entered into a mortgage agreement with Bend. Under this agreement, Bend was the mortgagor, Coggeshall Development was the mortgagee, and the Bend-RIPA Site-Lease was the mortgaged property. The mortgage instrument stated that it was subject to the earlier recorded sublease between Bend and TPI.

Under the terms of the Purchase and Sale Agreement between Bend and RIPA, the 28.8 acres were to be conveyed to three separate nominees: TPI was designated the grantee of a 3.9 acre and 4.6 acre parcel; Coggeshall Development was designated the grantee of an 11.8 acre parcel; and Coggeshall Marina was designated the grantee of an 8.5 acre parcel.

On December 30, 1986, under two separate deeds, RIPA transferred 11.8 acres and 8.5 acres of the 28.8 acre parcel to Coggeshall Development and Coggeshall Marina, respectively.

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Cite This Page — Counsel Stack

Bluebook (online)
39 Cont. Cas. Fed. 76,566, 29 Fed. Cl. 264, 1993 U.S. Claims LEXIS 139, 1993 WL 333378, Counsel Stack Legal Research, https://law.counselstack.com/opinion/coggeshall-development-corp-v-united-states-uscfc-1993.