[31 ASR2d 183]
CONGREGATIONAL
v.
High Court of
Land and Titles Division
LT No. 3-96
March 3, 1997
[1] Even if lease options are not explicitly mentioned in A.S.C.A. § 37.2030, the legislature’s mandatory review of leases of government land which go beyond 10 years include leases established for nine years with successive unilateral options for additional nine year terms.
Before
Counsel:
For Plaintiff Congregational
For Plaintiff Amerika Samoa Bank, William H. Reardon
For Defendant
Order Denying Motion for Reconsideration or New Trial:
On January 13, 1997, this court
issued an opinion and order declaring the respective
rights and obligations of the parties under a lease agreement and related
documents, and resolving counterclaims by defendant American Samoa Government
("ASG") of alleged violations of statutes and administrative rules. On January 22, plaintiffs
Congregational[31 ASR2d 184] Church
of Jesus in Samoa ("CCJS") and Amerika Samoa Bank ("ASB") filed a motion for
reconsideration or a new trial, and on February 10, 1997, the court heard oral
arguments from all parties on the motion.
[1] First, the CCJS and ASB submit that the lease in the instant case is not subject to A.S.C.A. § 37.2030 because the statute does not mention “options.” Additionally, the CCJS and ASB argue that approval by the Legislature of American Samoa is only required when the lease “by its terms” goes beyond 10 years. We disagree. We cannot allow form to override substance when an important issue of public policy is concerned. If we condone the lease in this dispute, in which the lessee is given five successive unilateral “options” to continue the lease in nine year fragments, we will establish a precedent that permits leases of government land without the Legislature's review for potentially unlimited duration--as long as the parties to the lease are clever enough to utilize unilateral options. We refuse to create such a precedent, and feel compelled to uphold the public policy concern that the Legislature established in A.S.C.A. § 37.2030.
Second, the CCJS and ASB claim
that the court erred when it concluded that an “ineffective” lease under
A.S.C.A. § 37.2030 merely created a periodic tenancy. However, the court’s position is
supported by the Restatement (Second) of
Property § 2.3 and case law.
See
Third,
the CCJS and ASB declare the court erred when it concluded that the lease only
required a one month notice to terminate the lease. The CCJS and ASB insist that they were
entitled to a 90 day notice under the Lessor’s Consent and Estoppel agreement,
and were entitled to continue the lease as long as they corrected problems that
the ASG raised. The CCJS and ASB
overstate the protections of Section 2 of that document, which states that
[t]he Lessor will not terminate the Lease . . . by reason
of the
bankruptcy or insolvency of the Lessee-Mortgagor or because of the occurance of
any other default under the Lease, if the Mortgagee, within ninety (90) days
after receipt of written notice from the Lessor of intention to terminate the
Lease for any such cause, shall either remedy such default . . . . [31 ASR2d 185]
This
provision, which deals only with termination of the lease “for cause,” assumes
that the lease’s durational terms were valid; but the CCJS was merely a periodic
tenant paying rent on a monthly basis.
Thus, the ASG could terminate the lease for any reason or no reason, as
long as the ASG gave the CCJS one month’s notice of the termination of the
tenancy.
Fourth, the CCJS anmd ASB contend that the court erred in
concluding that they were not entitled to due process. The CCJS and ASB do not even address the
court’s conclusion that at-will relationships are not “liberty” or “property”
interests within the meaning of constitutional due process. Furthermore, the CCJS and ASB do not
identify the error in the court’s conclusion that the Governor of American
Samoa, not the Parks and Recreation Commission, has the authority to extend
periodic tenancies. We are not
impressed with the CCJS's and ASB's argument and affirm our earlier due process
analysis.
Fifth,
the CCJS and ASB assert that the court erred in its factual findings regarding
the Governor’s use of discretion and the CCJS’s actual knowledge of ASCMP
rules. After again reviewing the
evidence presented at trial, we hold that our factual findings on these issues
are correct.
Sixth,
the CCJS and ASB claim that the court’s eviction order constitutes an unlawful
taking of private property without just compensation. Nothing in our original opinion and
order can or should be construed to divest the CCJS of their title in the
building on the land, or to grant the ASG unlimited access to the building. The ASG has not challenged the CCJS's
and ASB's representations that the CCJS owns the building. However, since the ASG has terminated
the periodic tenancy with respect to the land on which the building sits, the
CCJS has no right to traverse across the ASG's land to enter the building,
except to “remove machinery, equipment and personal property from the
premises.”1
Seventh, the CCJS and ASB argue that the court failed to
apply the equitable defenses of laches and unclean hands to the ASG’s
counterclaims for summary eviction.
However, we found no evidence that the ASG committed fraud, deceit,
misrepresentation or concealment, or that the ASG negotiated the lease in bad
faith. Cf. Hardy v.
Accordingly, the motion for reconsideration or a new trial
is denied. It is so
ordered.
1 Though the question is not
before us, we note that there appears no obstacle to the CCJS selling the
building back to the ASG or to the next lessee of the
land.