Urbanizadora Santa Clara, S.A. v. United States

518 F.2d 574, 207 Ct. Cl. 297
CourtUnited States Court of Claims
DecidedOctober 3, 1975
DocketNo. 270-74
StatusPublished
Cited by10 cases

This text of 518 F.2d 574 (Urbanizadora Santa Clara, S.A. 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
Urbanizadora Santa Clara, S.A. v. United States, 518 F.2d 574, 207 Ct. Cl. 297 (cc 1975).

Opinion

DuREEE, Senior Judge,

delivered the opinion of the court:

On January 1, 1966, defendant acting through the United States Air Force leased1 from plaintiff, Urbanizadora Santa Clara, S. A., a Spanish real estate corporation, a housing project in Seville, Spain. The housing project consisted of some 282 buildings plus garden and open space, and contained 494 residential housing units. The lease, which expired by its own terms on September 26, 1968, provided for monthly rental payments of $51,870 and contained no renewal provisions. Prior to the expiration of this lease, the parties conducted negotiations in an attempt to execute a follow-on lease. While these negotiations resulted in an agreement between the parties’ negotiating representatives for an additional rental period at the increased monthly rate of $62,738, the agreement was never approved, as required, by the Secretary of the Air Force or his duly authorized representative. At the expiration of the lease, on September 26, 1968, the Air Force held over in possession of the housing development, and continued to pay rent at the previous rate of $51,870 under the now expired lease.

Plaintiff, on March 3,1969, brought a civil action in Municipal Court No. 6 of Seville, Spain seeking an eviction order against the United States for the leased premises. The Municipal Court asserted jurisdiction under the Spanish Civil Code, and denied plaintiff’s claim, as under the Spanish Law of Leases the United States as lessee by the original lease could validly hold over under that lease. Plaintiff subsequently appealed the decision of the Municipal Court to the Court of First Instance of Seville, the appellate tribunal over the Municipal Court. That court revoked the judgment of the Municipal Court on February 18, 1970, finding that the Municipal Court’s assertion of jurisdiction under the Spanish Civil Code was critically defective. The appeals court, in revoking the judgment below, noted that jurisdiction did exist under the Spanish Law of Leases which allowed defendant to hold over; however, that court decided the appeal on jurisdictional grounds and expressed no opinion as to the merits of the suit. Plaintiff declined to seek further review of the Court of First Instance’s judgment or reinstate the suit in the Municipal Court on proper jurisdictional grounds.

[300]*300By letter dated January 29,1970, defendant notified plaintiff that it would terminate its holdover tenancy and vacate the premises no later than May 25, 1970. Defendant did in fact vacate the premises by May 25,1970.

Following defendant’s termination notice, the parties negotiated in an effort to settle a variety of disputes and claims concerning termination procedures and amounts due plaintiff for rehabilitation of the housing units. These negotiations resulted in a series of settlement agreements which the parties formalized by the execution of modifications to the original contract. All of these modifications were executed after the September 26, 1968 expiration date of the original contract, and three were executed after defendant vacated the housing project on May 25,1970.2

By Modification No. 5,3 executed July 31,1973, the parties agreed to a settlement of “all remaining claims” under the [301]*301contract, and plaintiff accepted a lump sum payment of $342,873.21. That Modification contained the express release that:

In consideration of the payment of the sum of $342,873.21 as provided herein and in consideration of all other terms of this agreement, the contractor does hereby release, discharge and settle any and all claims and disputes of every kind whatsoever, known and unknown, under this contract which the contractor may have against the Government. The contractor will, in consideration of the terms of this agreement, dismiss with prejudice its appeal number 16812 before the Armed Services Board of Contract Appeals.

[302]*302The agreed payment was made to plaintiff on September 10,1973, and plaintiff dismissed with, prejudice its appeal before the Armed Services Board of Contract Appeals.

On July 30, 1974, plaintiff filed suit in this court seeking just compensation from the United States under the Fifth Amendment,4 of $222,640.00, the difference between the monthly rental payments under the expired contract ($51,870) and agreed but unapproved rate ($62,738) for the holdover period, September 26, 1968 through May 25, 1970.

Defendant contends that this claim is barred by plaintiff’s execution of the release contained in Modification No. 5. Plaintiff maintains that the release in Modification No. 5 may have released claims “under the contract”, but the instant claim is founded on the Fifth Amendment, and not under the contract, and that its claim arose after the contract between the parties had expired.

As we are of the opinion that the release contained in the parties’ Modification No. 5 bars this claim, defendant’s motion for summary judgment is granted, plaintiff’s cross-motion for summary judgment is denied, and its petition is dismissed.

The principle “that a contractor who executes a general release cannot thereafter successfully maintain a suit, either for damages or for amounts allegedly due under the contract, based upon events which occurred prior to the execution of the release”5 has been established both by this court and the Supreme Court. J. G. Watts Constr. Co. v. United States, 161 Ct. Cl. 801 (1963); H. L. C. & Associates Constr. Co. v. United States, 176 Ct. Cl. 285, 367 F. 2d, 586 (1966); Adler Constr. Co. v. United States, 191 Ct. Cl. 607, 423 F. 2d, 1362 (1970); and United States v. Wm. Cramp & Sons Co., 206 U.S. 118 (1907). Plaintiff takes no issue with this statement of law. Nor does it contend that the release is in any way invalid, ineffective or contains any manner of reservation of its claim. Bather, plaintiff points out that the release by its own terms is limited to claims “under the contract” and its claim is not “under the contract” but under the Fifth Amendment. Defendant claims that plaintiff’s suit is barred [303]*303by tli8 release in Modification No. 5, because in signing that document, plaintiff released “any and all claims * * * of every kind whatsoever”. Thus, the dispositive issue in this suit, as far as this court is concerned, is whether the release contained in Modification No. 5 encompasses plaintiff’s claim.

The release provision in Modification No. 5 was executed nearly five years after the stated expiration date of the original contract, and more than three years past the defendant’s termination of occupancy, as the last of a series of agreements intended to settle claims arising out of the United States’ occupancy of plaintiff’s housing project. The Modification recited inter alia the existence of a contract between plaintiff and defendant, the notification by the United States to plaintiff “of the complete termination of the contract * * * upon the close of business 25 May 1970” and the parties’ agreement “to a settlement of all remaining claims”.

Judging the conduct of the parties and the terms of Modification No.

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

Related

Cite This Page — Counsel Stack

Bluebook (online)
518 F.2d 574, 207 Ct. Cl. 297, Counsel Stack Legal Research, https://law.counselstack.com/opinion/urbanizadora-santa-clara-sa-v-united-states-cc-1975.