United States Court of Appeals, District of Columbia Circuit
Argued November 24, 2014.
Appeal from the United States District Court for the District of Columbia. (No. 1:11-cv-01169).
Scott Shorr argued the cause and filed the briefs for appellant.
Daniel G. Jarcho argued the cause for appellee. With him on the brief were Craig D. Rust and Dennis M. Moore.
Before: PILLARD, Circuit Judge, and SILBERMAN and SENTELLE, Senior Circuit Judges. OPINION filed by Senior Circuit Judge SILBERMAN.
Silberman, Senior Circuit Judge :
The dispute in this case is over who bears financial responsibility for the $25 million rehabilitation of a bridge carrying a public highway over a parcel of land in the Bronx: New York City or Amtrak. The City invokes a 1906 agreement obligating Amtrak's predecessor to maintain and repair the bridge. It asserts the agreement is a covenant running with the land which survived the land's subsequent Rail Act conveyance made " free and clear of any liens or encumbrances." The City also seeks to recoup payments it made to Amtrak in exchange for Amtrak's removal of electrical equipment attached to the bridge so the rehabilitation could proceed. The district court granted summary judgment to Amtrak on both claims, holding that the Rail Act extinguished the obligation and the City was not entitled to recover its already-incurred costs under the narrow theory of restitution it advanced. We affirm.
The background facts giving rise to the Regional Rail Reorganization Act of 1973 and the history of the Shore Circle Road Bridge are detailed in the district court's thoughtful and comprehensive opinion. City of New York v. Nat'l R.R. Passenger Corp., 960 F.Supp.2d 84, 86-89 (D.D.C. 2013). We only briefly state the facts necessary to our disposition of the appeal.
Amtrak's predecessor purchased a parcel of land in Pelham Bay in the Bronx from the City in 1906. Pursuant to the terms of the deed, that railroad company built a bridge over the land, conveyed an easement to the City " limited for the purpose of the continued existence of a bridge carrying the public highway . . . across the railroad tracks," and promised that it and its successors would " maintain and keep [the bridge] in repair." Otherwise, the land would revert back to the City. Over the decades, the land went through a series of transfers until it fell into Penn
Central's hands. In 1970, Penn Central filed for bankruptcy along with seven other major railroad companies, creating a rail transportation crisis endangering the national welfare. Congress responded with the Rail Act. The Act sought to build new, financially viable railroads from the bankrupt rail system. Properties conveyed to Amtrak were to be conveyed " free and clear of any liens or encumbrances." 45 U.S.C. § 743(b)(2).
The Rail Act also created a Special Court to order the conveyances of rail properties and resolve disputes related to the reorganization. The Act endowed the Special Court with " original and exclusive jurisdiction [over] any action  to interpret, alter, amend, modify, or implement any of the [court's conveyance orders]." Id. § 719(e)(2). That provision was subsequently interpreted by the Special Court to include any issue " relating " to conveyance orders or agreements entered pursuant to conveyance orders. Consol. Rail Corp. v. United States, 883 F.Supp. 1565, 1571 n.15 (Reg'l Rail Reorg. Ct. 1995) (emphasis added). In 1997, Congress abolished the Special Court as a separate tribunal and transferred its original and exclusive jurisdiction to adjudicate cases that implicate the conveyance orders to the ...