SETTLERS CROSSING, L.L.C., a Virginia limited liability company v. U.s. Home Corporation, a Delaware corporation

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 09-1468
SETTLERS CROSSING, L.L.C., a Virginia limited liability
company; WASHINGTON PARK ESTATES, LLC, a Maryland limited
liability company,
Plaintiffs - Appellants,
v.
U.S. HOME CORPORATION, a Delaware corporation,
Defendant - Appellee.
Appeal from the United States District Court for the District of
Maryland, at Greenbelt. Deborah K. Chasanow, District Judge.
(8:08-cv-00267-DKC)
Argued: March 23, 2010 Decided: June 16, 2010
Before NIEMEYER and SHEDD, Circuit Judges, and James A. BEATY,
Jr., Chief United States District Judge for the Middle District
of North Carolina, sitting by designation.
Affirmed by unpublished opinion. Judge Niemeyer wrote the
opinion, in which Judge Shedd and Judge Beaty joined.
ARGUED: John J. Sabourin, Jr., REED SMITH, LLP, Leesburg,
Virginia, for Appellants. Deborah Jean Israel, WOMBLE, CARLYLE,
SANDRIDGE & RICE, PLLC, Washington, D.C., for Appellee. ON
BRIEF: Paul A. Kaplan, WOMBLE, CARLYLE, SANDRIDGE & RICE, PLLC,
Washington, D.C., for Appellee.

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Unpublished opinions are not binding precedent in this circuit.

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NIEMEYER, Circuit Judge:
Settlers Crossing, L.L.C. and Washington Park Estates, LLC
(collectively hereafter, “Settlers Crossing”) entered into a
contract to sell 1,250 acres of real property in Prince George’s
County, Maryland, to U.S. Home Corporation. Settlement of the
transaction was initially scheduled to take place on December 5,
2007, provided that “all conditions precedent to Settlement
contained in Section 11 of this Agreement are satisfied.” The
contract of sale also provided that “in the event any condition
precedent to Settlement contained in Section 11 is not satisfied
or waived in writing by [U.S. Home] at least ten (10) days prior
to the Settlement Date . . ., then the Settlement Date shall
automatically be extended to that date which is thirty (30) days
after all conditions precedent . . . have been satisfied.”
Prior to the initially scheduled settlement date, U.S. Home
sent Settlers Crossing a letter stating that Settlers Crossing
had failed to satisfy certain conditions precedent, “including
but not limited to [the acquisition of] certain off-site
easements” and that as a result the settlement date would
automatically be extended, as provided in the contract. U.S.
Home also noted that the list of unsatisfied conditions that it
was providing was not exhaustive. Settlers Crossing did not
reply to U.S. Home’s letter and did not inquire further about
what unstated conditions remained unsatisfied. Rather, on the

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day after the initial settlement date, Settlers Crossing
commenced this action in the Eastern District of Virginia,
seeking a declaratory judgment to identify “the conditions
precedent, if any, that [were] unsatisfied” on that date. In
its complaint, Settlers Crossing did not suggest that the
contract of sale had been breached. Indeed, after commencing
the action, all parties continued performance of the contract,
preparing for the newly scheduled settlement date. The district
court in Virginia transferred the case to the District of
Maryland, finding that “the events and circumstances giving rise
to this claim occurred overwhelmingly in Maryland, not
Virginia.”
During the early months of 2008, further disputes arose
concerning both parties’ performance, prompting U.S. Home to
file a separate action in the District of Maryland for breach of
contract. In this second action, U.S. Home named not only
Settlers Crossing, but also its lender, iStar Financial, and
others.
Pursuant to various motions filed, the district court
dismissed this action, focusing on the lack of any significance
that a declaratory judgment would have for resolving the overall
disputes. The court noted that a declaratory judgment
identifying the unsatisfied conditions as of December 5, 2007,
was not of sufficient immediacy to constitute an Article III

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case or controversy, as it would not conclusively resolve any
dispute between the parties because the nature of the dispute
was ongoing and changing. Alternatively, the court concluded
that even if jurisdiction existed, it would decline, in its
discretion, to provide relief under the Declaratory Judgment
Act. See
We affirm the judgment of dismissal on both grounds on
which the district court relied. First, the complaint in this
action did not present an Article III case or controversy. It
is unclear how a declaratory judgment identifying satisfied and
unsatisfied conditions precedent as of December 5, 2007, would
resolve any dispute and present a decree of conclusive
character. The complaint did not allege a breach of contract or
any other violation of duty that could lead to relief. It
merely sought a declaratory judgment of historical fact about
what conditions were or were not satisfied as of December 5,
2007. Since the performance between the parties was ongoing
28 U.S.C. § 2201 (affording the court discretion to
decline to declare the rights and relations of the parties).
The court reasoned that a declaratory judgment would not resolve
the disputes between the parties and that, in any event, any
dispute over which conditions precedent were not satisfied could
be resolved in the second filed action, where the issues were
more comprehensively presented. Accordingly, the court
dismissed this action.

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thereafter, such a declaratory judgment would be virtually
meaningless. It could only be a historical observation and
would, in any event, be an advisory and irrelevant opinion.
Accordingly, we agree with the district court that Settlers
Crossing’s complaint did not present a case or controversy
supporting federal jurisdiction. See MedImmune, Inc. v.
Genentech, Inc.
Second, the district court’s alternative holding,
exercising its discretion not to grant relief under the
Declaratory Judgment Act, was sound and prudent. As noted, a
declaratory judgment in this case would not clarify the legal
relations between the parties or resolve any live controversy.
Moreover, all of the legal issues between the parties are
subsumed within the second action, which was filed by U.S. Home
and remains pending in the district court. Avoiding piecemeal
litigation provides a strong reason for declining to declare
rights and relationships.
, 549 U.S. 118, 127 (2007) (holding that Article
III requires that a “dispute be definite and concrete, touching
the legal relations of parties having adverse legal interest;
and that it be real and substantial and admi[t] a specific
relief through a decree of a conclusive character” (internal
quotation marks and citation omitted)).
See Mitcheson v. Harris, 955 F.2d
235, 239 (4th Cir. 1992) (“[I]t makes no sense as a matter of
judicial economy for a federal court to entertain a declaratory

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action when the result would be to try a controversy by
piecemeal, or to try particular issues without settling the
entire controversy” (internal quotation marks and citation
omitted)).
Accordingly, the judgment of the district court is
AFFIRMED.*
* After the appeal was filed in this action, U.S. Home
submitted two motions to dismiss, arguing that this appeal had
become moot because Settlers Crossing’s lender, iStar Financial,
had foreclosed on the property at issue. Because of our ruling
in this case, we conclude that we need not reach this issue.
For the same reason, we also need not address Settlers
Crossing’s argument that the Eastern District of Virginia abused
its discretion in transferring this action to the District of
Maryland.

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