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Columbia Crossing, L.L.C. v. City of Columbia

July 24, 2008


The opinion of the court was delivered by: J. Phil Gilbert United States District Judge


This matter comes before the Court on the Motion for Summary Judgment filed by defendant City of Columbia ("City") (Doc. 31). Plaintiff Columbia Crossing, L.L.C. ("CC") has responded to the motion (Doc. 41) and the City has replied to that response (Doc. 46). CC has requested a hearing on the motion for summary judgment (Doc. 45). The City has also filed a motion to strike certain material from CC's response to the summary judgment motion (Doc. 47). CC has responded to the motion to strike (Doc. 48), and the City has replied to that response (Doc. 49).

I. Motion to Strike (Doc. 47)

In this motion, the City asks the Court to strike certain statements in CC's response to the summary judgment motion on the grounds that the matters are irrelevant or unsupported by any evidence and would confuse the Court. CC contends that the statements in issue are relevant and well-supported.

There is no need to strike any material from CC's response brief. The Court has sifted through the statements in the brief and considered only the relevant and well-supported matters.

It was not confused by the presence of any irrelevant or unsupported statements. The Court will therefore deny the City's motion to strike.

II. Motion for Summary Judgment (Doc. 31)

Summary judgment is appropriate where "the pleadings, the discovery and disclosed materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c); see Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986); Spath v. Hayes Wheels Int'l-Ind., Inc., 211 F.3d 392, 396 (7th Cir. 2000). The reviewing court must construe the evidence in the light most favorable to the nonmoving party and draw all reasonable inferences in favor of that party. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986); Chelios v. Heavener, 520 F.3d 678, 685 (7th Cir. 2008); Spath, 211 F.3d at 396.

In this contract case, there is no real dispute over the relevant facts. The parties agree that a contract was executed, and the contract language speaks for itself. The parties disagree, however, whether as a matter of law the contract is void and unenforceable. Because the Court can decide these matters based on the filings alone, it will deny CC's motion for a hearing (Doc. 45).

A. Facts

The City is an Illinois municipal corporation that does not possess the powers of home rule. CC (actually, its affiliate G.J. Grewe, Inc., but that detail is unimportant to this case) is a developer who wanted to develop some agricultural land it owned in the City into a mixed use area that would be served by a proposed new interchange off of Interstate 255. There is no novelty in the relationship between the City and CC. The City wanted financial assistance in obtaining a new interstate interchange it could not afford to itself, more tax revenue that would be generated by development near the interchange, and public improvements to the development area; CC wanted to make money by developing its land near the proposed interchange. It had immediate access to financial resources to use for the interchange as well as the development project and the infrastructure necessary to support it, but it needed the City's assistance to obtain other long-term financial assistance and appropriate zoning.

In 2004, after years of negotiating, the City and CC agreed to the terms of a Master Development Agreement ("MDA"). The MDA is a complex development agreement between CC and the City under which, in a nutshell, the City would pay some costs necessary for the redevelopment project and would reimburse CC for other costs CC would pay out of funding sources that would be available as a result of the project (e.g., grants, tax increment financing mechanisms, special service taxes and other "economic incentives"). Specifically, the City agreed to "reasonably cooperate in good faith" with CC to do a number of things: obtain funding for the development, necessary government approvals and cost cutting devices (§ 3.1); establish taxable special service areas (§ 3.3); implement sales tax rebate incentive agreements (§ 3.4); create tax increment financing ("TIF") districts and execute TIF development agreements (§ 3.5); create special purpose districts where sales tax rebates could be obtained and implement other taxes (§ 3.6); identify and apply for other sources of government funding (§ 3.7); implement a utility cost recoupment program (§ 3.8); obtain other incentives or credentials helpful in generating revenue (§ 3.9); obtain economic incentives and zoning changes (§ 3.14); obtain expedited government approvals (§ 4.1); amend the existing zoning ordinance and finalize a development agreement with CC (§ 4.2); develop and implement a concept development plan (§ 4.3); and expedite the issuance of building permits (§ 4.4). The City also agreed to use its eminent domain power to acquire portions of the development area (§ 5.2) and to pursue in good faith approval of the proposed interstate exchange (§ 6.5). In most of those efforts, the City agreed to cooperate "subject to any limitations, requirements or duties imposed by law." (§§ 3.1, 3.3, 3.4, 3.5, 3.6, 3.8, 4.2, 4.4 and 5.2). In some instances, it also agreed to be limited by the development area's ability to actually qualify for the status the City agreed to cooperate in seeking (§§ 3.1 and 3.5).

In addition, the City promised to initiate rezoning to a mixed use area, diligently pursue the rezoning process and use its reasonable best efforts to adopt and enforce a mixed use rezoning ordinance, keeping in mind CC's needs but at the same time exercising its municipal discretion. The MDA also contains a severability clause providing that if any term is held to be unenforceable, "the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the invalid provision." (§ 6.10).

On July 6, 2004, the City Council passed Ordinance 2275 authorizing the City's mayor to execute the MDA on behalf of the City, and he did so the very same day. Ordinance 2275 notes the City's past unsuccessful attempts to obtain an interstate interchange and its then-existing cooperation with CC in efforts that looked more ...

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