National Rural Utilities Cooperative Finance Corp. v. United States

14 Cl. Ct. 130, 1988 U.S. Claims LEXIS 3, 1988 WL 899
CourtUnited States Court of Claims
DecidedJanuary 7, 1988
DocketNo. 249-85C
StatusPublished
Cited by36 cases

This text of 14 Cl. Ct. 130 (National Rural Utilities Cooperative Finance Corp. v. United States) is published on Counsel Stack Legal Research, covering United States Court of Claims primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
National Rural Utilities Cooperative Finance Corp. v. United States, 14 Cl. Ct. 130, 1988 U.S. Claims LEXIS 3, 1988 WL 899 (cc 1988).

Opinion

OPINION

FUTEY, Judge.

This case is before the court on cross-motions for summary judgment. Plaintiff’s motion seeks restitution from the United States in the principal amount of $8,000,000 based on an alleged breach of contract by the Department of Agriculture’s Rural Electrification Administration. Plaintiff argues that defendant failed to honor a written commitment to grant plaintiff a lien accommodation with respect to plaintiffs $8,000,000 loan to one of its members, the Wabash Valley Power Association, an electric cooperative whose assets were encumbered by a joint mortgage held by plaintiff and defendant. Defendant denies that it had a contract with plaintiff to grant the subject lien accommodation. Defendant’s motion seeks dismissal of plaintiffs action for breach of contract, as well as plaintiff's other claims for relief based on the alternative theories of fraudulent inducement, unilateral mistake, mutual mistake, and unjust enrichment. For the reasons discussed hereinafter, plaintiffs motion for summary judgment is denied, and defendant’s motion for summary judgment is granted.

FACTS

Plaintiff, National Rural Utilities Cooperative Finance Corporation (CFC), is a not-for-profit cooperative association incorporated in the District of Columbia. It was formed in 1969 by rural electric systems and their service organizations to serve as a self-help supplemental financing institution. To raise funds, CFC sells bonds and commercial paper in the public market, capital term certificates (CTCs) to its members, and obtains bank loans.

Defendant, acting through the Rural Electrification Administration (REA) of the Department of Agriculture, makes loans and guarantees to facilitate rural electrification pursuant to the Rural Electrification Act of 1936, as amended, 7 U.S.C. §§ 901 et seq. Under the REA loan program for bulk power plants, funds are advanced by the Federal Financing Bank (FFB) of the Department of the Treasury and repayment is guaranteed by REA. The loans are secured by mortgages on the borrowers’ assets. As guarantor, REA administers the loans and mortgages on FFB’s behalf, receiving all payments and exercising all rights under the loans and mortgages.

Wabash Valley Power Association, Inc. (Wabash) is a not-for-profit cooperative, and member of CFC, located in the State of Indiana. In 1978 Wabash, by means of a loan (the FFB Loan) under REA’s guaranteed loan program, joined with Public Service Company of Indiana in the financing [132]*132and ownership (Wabash’s interest was 17%) of the Marble Hill Nuclear Generating Station. By January 1984, Wabash had borrowed approximately $466.7 million under the FFB Loan in furtherance of the Marble Hill project, against which REA was granted a first lien on all of Wabash’s existing and after-acquired assets. REA’s agreements with Wabash and FFB provided that repayment of principal was to be deferred for seven years, during which time interest coming due was added to the principal of the loan.

In January 1984, however, the Public Service Company of Indiana informed Wabash that it was financially unable to complete construction of the Marble Hill plant. Construction was suspended at that time and has not been resumed. REA thereupon advised Wabash that it could not continue to capitalize interest in the foregoing manner, and demanded that Wabash begin making quarterly interest payments on the FFB Loan.

Wabash could not meet this debt service obligation (totalling some $50 million annually) out of existing resources. To remedy this revenue shortfall, Wabash estimated that it would have to increase its rates for electricity sales by about 50%. A rate increase required the approval of the Indiana Public Service Commission (Indiana PSC), however, which could not be obtained immediately.

Meanwhile, the March 31, 1984, quarterly interest payment was coming due. Wabash asked REA to approve the advance of additional funds under the FFB Loan to meet this obligation. REA approved this request in the amount of $12,107,000, conditioned upon Wabash’s commitment to file a petition with Indiana PSC for a rate increase sufficient to cover all of the company’s financial requirements for the succeeding 15 months. REA also advised Wabash, pending such a rate increase, to investigate other financial resources to meet future debt service payments.

On April 6, 1984, Wabash duly petitioned Indiana PSC for a 51.15% rate increase. Wabash also retained Lehman Brothers Kuhn Loeb, Inc., to scout out the possibilities of obtaining unsecured financing. Five banking institutions contacted thereby declined to extend an unsecured loan to Wabash.

Wabash then turned to CFC, which in the early 1980’s had twice guaranteed bond issues to finance construction of other Wabash property. In each such instance REA had granted a lien accommodation in favor of CFC, thereby securing the guarantees by making CFC a co-mortgagee of Wabash’s assets. In discussions lasting through the spring of 1984, CFC agreed in principle to make a long-term loan to Wabash, in the form of quarterly advances, so that Wabash could meet its upcoming debt service obligations. By letter dated June 4, 1984, CFC advised REA that it was prepared to make a long-term loan to Wabash if REA, as in the previous manner, would provide security by accommodating its mortgage lien. Shortly thereafter CFC furnished REA with draft CFC/Wabash loan documents providing for a commitment by CFC totalling $53 million.

Representatives of Wabash, CFC, and REA met on June 19, 1984, to discuss CFC’s proposed loan to Wabash as well as the conditions for a lien accommodation by REA. These conditions were set forth in a letter from REA’s Administrator, Harold Hunter, to the President of Wabash, Elmer Stocker, on June 27, 1984 (a copy was also sent to CFC), which reads as follows:

Mr. Elmer L. Stocker, President

Wabash Valley Power Association, Inc.

P.O. Box 24700

Indianapolis, Indiana 46224

Dear Mr. Stocker:

The Rural Electrification Administration (REA) has considered the request of Wabash Valley Power Association (WVPA), that REA accommodate its lien on WVPA’s assets to facilitate WVPA borrowing funds from the National Rural Utilities Cooperative Financing Corporation (CFC).

We are pleased to inform you that REA will grant an accommodation of the Government’s mortgage lien to allow the securing of notes payable to CFC under the terms of a Supplemental Mortgage [133]*133and Security Agreement (Power Supply—Limited II A). This approval will enable WVPA to obtain financing from CFC in the amount of $53,000,000 to make its debt service payments to the Federal Financing Bank (FFB) through March 31, 1985, relating to the Marble Hill Project, and to make required debt service payments to CFC.

REA approval of this lien accommodation is conditioned upon the acceptance by WVPA of the following provisions as an amendment to its loan contract with REA:

I. Except to the extent REA determines them to be inapplicable all provisions of WVPA’s loan contract with REA shall be applicable to this financing.

II. Without limiting the foregoing, WVPA hereby covenants that it will:

—continue to use its best efforts to have into effect by April 1, 1985, rates necessary to meet all of its financial requirements.

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Bluebook (online)
14 Cl. Ct. 130, 1988 U.S. Claims LEXIS 3, 1988 WL 899, Counsel Stack Legal Research, https://law.counselstack.com/opinion/national-rural-utilities-cooperative-finance-corp-v-united-states-cc-1988.