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Columbia Plaza Tenants' Association v. Columbia Plaza Limited Partnership2/17/2005
re not included in the provision requiring the transmittal to GWU of a written offer to sell the specified limited partnership interests. Moreover, in West End Tenants Ass'n, supra, we indicated that all that GWU could have had under the Master Lease in that case was "a right of election" which would permit it to "exercise a privilege, and only when that privilege has been exercised by acceptance [would] it become a contract to sell . . . ." Id. at 728 (quoting 8A GEORGE W. THOMPSON, COMMENTARIES ON THE MODERN LAW OF REAL PROPERTY § 4443, at 257 (1963 Repl.) (internal quotation marks omitted). The right which GWU acquired in Article 15 (B) is not a sale within the meaning of TOPA.
That right not only involves less than 30% of the total ownership interests of the Columbia Plaza Apartment complex, but also given the exclusions of interests that are subject to GWU's right of first offer in Article 15, a written offer may never be extended to GWU by the Tauber Group. As the motions court recognized, " f a [Tauber Group limited partner] never decides to transfer an interest except to a family member or a charity, GWU will never have an option to buy it."
As the trial court declared in relying on THOMPSON, supra, " n option to purchase . . . gives the optionee a privilege of buying property within a specified time on terms and conditions expressed in the option." That is not the case here. Under these circumstances, the Agreement does not satisfy the requirements of D.C. Code § 42-3404.02 (b)(5).
Since the Agreement satisfies neither Factor 1 nor Factor 5 of the statutory definition of a "sale," we agree with the trial court that it does not constitute a "sale" within the meaning of D.C. Code § 42-3404.02 (b). And, because statutory Factors 1 and 5 are not satisfied, the Agreement is not a "master lease" within the meaning of § 42-3404.02 (c) because there is no showing that the Agreement "meets some, but not all of the factors described in subsection (b) [of § 42-3404.02]. Appellant's argument that the words "or which is similar in effect" which appear in § 42-3404 (c) demonstrate that the Agreement is a "sale" under TOPA is unpersuasive. Consistent with statutory interpretation principles, we examine the plain meaning of the statute and interpret the words according to their ordinary meaning. Boyle, supra, 820 A.2d at 568 (citation omitted). We also read these words in light of the Act and TOPA as a whole. Id. (citations omitted). And we construe the words in a manner that is not "at variance with the policy of the legislation as a whole." West End Tenants Ass'n, supra, 640 A.2d at 726 n.14. Applying these principles, it is obvious that the words "or which is similar in effect" are designed to reach a document which is akin to a "master lease" and which meets some but not all of the factors codified in § 42-3404 (b).
In light of the statutory factors on which the appellant relies and the nature of the Master Lease in West End Tenants Ass'n, supra, and given our analysis as reflected above, we are satisfied that the Agreement in this case is not "similar in effect" to that of a master lease, as that term is understood in § 42-3404 (c). In short, the Agreement is not a "sale" within the meaning of TOPA, and appellees had no obligation to give the tenants an opportunity to purchase the Columbia Plaza Apartment complex.
Accordingly, for the foregoing reasons, we affirm the judgment of the motions court.
So ordered.
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