Triton Group, Ltd. v. United States

10 Cl. Ct. 128, 1986 U.S. Claims LEXIS 862
CourtUnited States Court of Claims
DecidedJune 3, 1986
DocketNo. 575-82C
StatusPublished
Cited by10 cases

This text of 10 Cl. Ct. 128 (Triton Group, Ltd. 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
Triton Group, Ltd. v. United States, 10 Cl. Ct. 128, 1986 U.S. Claims LEXIS 862 (cc 1986).

Opinion

ORDER

ON DEFENDANT’S MOTION FOR SUMMARY JUDGMENT

WHITE, Senior Judge.

This case grew out of a lease agreement, No. GS-023-15526 (the lease), which a contracting officer for the General Services Administration (GSA) entered into on November 9, 1971, with the Dworman Building Corporation, acting through its President, Lester J. Dworman.

The case is now before the court on the defendant’s motion for summary judgment, filed November 12, 1985, the plaintiff’s response, filed January 24, 1986, and the defendant’s reply, filed February 10, 1986.

Procedural History of Case

The plaintiff’s complaint was filed with the court on November 12, 1982. The defendant, after requesting and receiving time enlargements totaling 120 days for the filing of its response to the complaint, filed an answer and counterclaim on May 11, 1983. The plaintiff then filed an answer to the counterclaim on May 25, 1983.

On February 15, 1984, the defendant filed a motion for partial summary judgment, on the ground that recovery on some aspects of the claim set out in the complaint was time-barred by the pertinent 6-year statute of limitations (28 U.S.C. § 2501 (1982)). The plaintiff filed a response to that motion on April 20, 1984, and the defendant filed a reply to the response on June 18, 1984.

After an oral argument on the defendant’s motion for partial summary judgment was scheduled, but before the argument was held, all court proceedings were suspended at the request of the parties, so that they might explore the possibility of agreeing on a settlement of the case. The suspension continued until September 16, 1985, when the defendant informed the court in a status report that an agreement on a settlement of the case no longer seemed feasible.

Approximately 2 months later, on November 12, 1985, the defendant filed the pending motion for summary judgment on all the issues in the case. This was followed by the plaintiff’s response on January 24, 1986, in opposition to the motion, and by the defendant’s reply of February 10, 1986.

The Facts

There does not appear to be any genuine issue between the parties concerning the accuracy of the facts set out in this part of the order.

Under the terms of the lease dated November 9, 1971, the Dworman Building Corporation agreed to construct an office building in Tinton Falls, New Jersey, and the defendant agreed to lease the building upon its completion. The building was later constructed in accordance with the lease; and, since the completion of the building in 1974, it has been occupied by the United States Army Electronics Command, an agency of the U.S. Department of the Army.

Soon after the lease was entered into and before the construction of the building, the building site in Tinton Falls, New Jersey, was acquired from Lester J. Dworman by L.J.D. Enterprises, Inc. (UD). Lester J. Dworman was president of both Dworman Building Corporation and LJD. In order to acquire the building site, LJD borrowed [130]*130$700,000 from Chase Manhattan Mortgage Realty and Trust (CM Trust) on November 16, 1971.

On February 8, 1972, UD borrowed an additional sum of $18,300,000 from CM Trust as temporary financing for the construction of the office building. Lester J. Dworman, acting individually and as the general partner of the Dworman Company of New Jersey (Dworman Company), a New York limited partnership headed by Lester J. Dworman as the sole general partner, signed a guaranty to induce CM Trust to make the $18,300,000 loan to UD.

On May 15, 1972, Dworman Building Corporation assigned the lease to Dwor-man Company. The Government consented to this assignment.

Notwithstanding the previous assignment of the lease to Dworman Company in 1972, the Dworman Building Corporation assigned the lease to Security National Bank (Security) on January 30, 1974 as collateral for a $300,000 loan.

Less than a month later, and despite the previous assignments of the lease to Dwor-man Company and Security, Dworman Building Corporation and UD on February 27, 1974, assigned to CM Trust all monies due or to become due under the lease.

On April 3, 1974, CM Trust made a supplemental building loan of $1,000,000 to UD. Lester J. Dworman guaranteed this loan, individually and as general partner of Dworman Company.

Thus, as of April 3, 1974, CM Trust held three notes executed by UD for loans in the respective amounts of $700,000, $18,-300,000, and $1,000,000. CM Trust also held three mortgages securing the notes.

On July 12, 1974, Dworman Company assigned the lease to UD.

On July 19, 1974, CM Trust wrote a letter to the GSA, releasing any claims which CM Trust might have under the assignment to it on February 27, 1974, by Dworman Building Corporation and UD of monies due or to become due under the lease.

Three other events relating to this case occurred on July 19, 1974:

(1) UD assigned rents under the lease to Prudential Insurance Company of America (Prudential), in order to obtain permanent financing for the leased building.

(2) Prudential notified the GSA that UD had assigned the rents to it.

(3) CM Trust informed GSA by letter that title to the land and building was conveyed to UD on that date, that the three mortgages previously mentioned would be assigned by CM Trust to Prudential, and that UD would also assign to Prudential the rents to become due thereafter under the lease.

On August 27, 1974, the Government consented to the assignment of the lease to UD, acknowledged the assignment of the rents to Prudential, and submitted an es-toppel certificate to Prudential.

On August 28, 1974, UD closed its permanent financing arrangement with Prudential. The following related events also occurred on August 28, 1974:

(1) CM Trust assigned the outstanding notes, mortgages, and guaranties to Prudential.

(2) Security terminated and released the assignment from Dworman Building Corporation dated January 30, 1974, of monies to become due under the lease.

On July 3, 1975, UD again assigned to Prudential all rents and other monies due under the lease.

Because of defaults on mortgage loans relating to the leased property, foreclosure proceedings were instituted in 1975 on the land where the leased building was located. A judgment of partial foreclosure was entered on December 29, 1975.

While the foreclosure proceedings were pending, UD retained the law firm of Rogers & Wells to prosecute a claim against the United States for additional rents allegedly due, and because of other allegedly improper actions by the Government in connection with the lease.

[131]*131On January 12, 1976, the mortgaged land was sold at a foreclosure sale. CM Trust was the successful bidder at the sale, but CM Trust assigned its successful bid to Shrewsbury Associates (Shrewsbury), formerly known as Dworman Company. Dworman Company officially changed its name to Shrewsbury as of February 1976, when the certificate of limited partnership was amended. Another general partner, Ayco Associates, was added to Shrewsbury at that time.

Under the date of April 30, 1976, Lester J.

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Bluebook (online)
10 Cl. Ct. 128, 1986 U.S. Claims LEXIS 862, Counsel Stack Legal Research, https://law.counselstack.com/opinion/triton-group-ltd-v-united-states-cc-1986.