Democratic Central Committee v. Washington Metropolitan Area Transit Commission , 988 F.2d 1239 ( 1993 )

JUDGMENT

PER CURIAM:

Upon consideration of the motion of Security Trust Company, N.A., (the “Trust Company”), acting as Escrow Agent/Depositary for the account of the Washington Metropolitan Area Riders’ Fund for the entry of Judgment and other relief against D.C. Transit System, Inc. (“Transit”) on the claim of the Trust Company involving defaulted promissory notes payable by Transit to the Trust Company in the face amounts of $4,500,000.00 and $4,700,000.00 respectively (“the notes,” copies attached); and

Upon the determination by the Court that the dispute in this litigation, which requires a ruling by this Court, arises under and is related to the February 26, 1990 Order of the Court with respect to the Compromise Agreement and the claim by the Trust Company for judgment against Transit for sums that Transit presently owes the Trust Company under the terms of the notes, which were due on July 14, 1992 and which were not then paid and which remain in default and unpaid; and the Court by its Order of February 26, 1990 having “retain[ed] jurisdiction of all matters in all subject cases ... and ... to resolve any and all disputes arising under or relating to this [the compromise] settlement and with respect to all subject litigations”; and Transit having alleged and admitted to such jurisdiction in its answer of December 21, 1992 to the amended complaint of the Trust Company in Security Trust Company, N.A. v. D. C. Transit System, Inc., Civil Case No. 92-CA12235, Superior Court of the District of Columbia, Civil Division; and upon the Response by Transit to the February 18, 1993 Order of the Court to Show Cause why judgment should not be entered- against Transit in favor of the Trust Company in the amount of $4,976,124.79 with interest from February 2, 1993; and upon the Affidavit of Frederick W. Clark; and upon the arguments of counsel; and upon consideration of the terms of the notes herein before referred to; and upon all the files and records herein; it is

ORDERED, ADJUDGED AND DECREED, by the Court, pursuant to the retained jurisdiction cited above, that judgment is hereby entered against D.C. Transit System, Inc. in favor of Security Trust Company, N.A. acting as Escrow Agent/Depositary for the account of the Washington Metropolitan Area Riders’ Fund established by the February 26, 1990 Order of the Court, in the amount of $4,976,124.79,^* representing as of February 2, 1993 $4,963,249.61 unpaid principal and $12,875.18 unpaid interest, with interest from February 2, 1993 on the amount of the Judgment representing unpaid principal from time to time outstanding, (a) for the first calendar quarterly period of the Judgment, at the average 13-week U.S. Treasury Bill coupon-equivalent yield rate realized at the most recent 13-week U.S. Treasury Bill auction held immediately pri- or to February 2, 1993, and (b) for each successive calendar quarterly period, at the rate equal to such same yield rate as is realized at the most recent 13-week U.S. Treasury Bill auction held immediately pri- or to the beginning of each such quarterly period and published weekly in the Treasury News report of the weekly auction, such Judgment being authorized by the retained jurisdiction and admission of Transit to such jurisdiction cited above; and it is

ORDERED, by the Court, that the Trust Company forthwith present the notes to the Clerk of Court of the United States' Court of Appeals for the District of Columbia Circuit and that the Clerk forthwith endorse said defaulted promissory notes: “Cancelled and Merged in Judgment”;. and it is

ORDERED, that judgment is entered without prejudice to the right of the Trust Company to apply to this Court, as provided for in the notes, for the recovery of all its costs of collection including reasonable attorneys’ fees.

APPENDIX

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It is further understood end agreed that if default be made in the payment of interest or principal, or taxes on the property securing this promissory note, when and as the same become due and payable, the then unpaid principal balance of the note plus all interest accrued and unpaid thereon shall, at once, immediately become due and payable in full at the option of the noteholder; provided, however, that notwithstanding the foregoing, the undersigned shall have the opportunity to cure any default for a period of ten (10) days after receipt by the undersigned of written notice by the Trust Company of the occurrence of such default.

This promissory note upon approval by written order of the Court of Appeals shall be assignable by the Trust Company without the need for consent by the- maker of the note.

Presentment, notice of dishonor, demand and protest are hereby waived by the maker hereof. This note shall be the joint and several obligation of the maker hereof and shall be binding upon it and its successors and assigns.

In the event of default in payment of the principal of this note, of interest, or the taxes on the property securing this note, if any of the same is collected by an attorney at law, the undersigned agrees to pay all costs of collection, including a reasonable attorney's fee.

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As of Date: May 29, 1990 $4,700,000.00

NOTE

FOR VALUE RECEIVED, the undersigned promises to pay to the order of Security Trust Company, N.A., as Escrow Agent/Depository for the account of The Washington Metropolitan Area Riders' Fund under Escrow Agreement of February 26, 1990, the principal amount of Four Million Seven Hundred Thousand and no/100 ($4,700,000.00) Dollars.

Said principal is due and payable in full on July 14, 1992, with unpaid interest in full.

The first interest payment shall be for the period of May 29, 1990 to September 13, 1990 due on September 13, 1990; and thereafter payments shall be made quarterly commencing December 13, 1990 and each 3 months thereafter until paid in full.

Interest on the unpaid principal balance will be computed at the average 13-week U.S. Treasury Bill coupon-equivalent yield rate realized at the most recent 13-day week U.S. Treasury Bill auction immediately prior to the beginning of each such quarterly period and published weekly in the Treasury News report of the weekly auction, and be payable in quarterly installments until paid in fulL Interest shall be calculated on a 365 or 366 day year for actual days elapsed.

The privilege is reserved to the maker hereof of making principal payments in any amount without penalty.

Each payment when made is to be applied first to the payment of interest on the amount of the principal remaining unpaid and the balance thereof credited to principal.

It is understood and agreed that the maker hereof will pay to the noteholder a late charge of five (5%) percent on the amount of any interest installment which is not received by said noteholder within fifteen (15) days of the date such installment became due.

It is understood and agreed that the obligation of the maker to pay the indebtedness and interest evidenced by said promissory note cannot be assigned, and title to the hereinafter described property owned by the maker and pledged as security for the payment of this note, cannot be transferred, conveyed or taken subject to the Uen of the deed of trust which secures this note, or otherwise disposed of, without the prior written consent of the noteholder and the approval by written order of the Court of Appeals.

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Draft: 9/7/90

District of Columbia, to wit:

I, Ruth M. Lineberger, a Notary Public in and for the District of Columbia, do hereby certify that 0. Roy Chalk, who is personally known to me to be the Chief Executive Officer of D.C. Transit System, Inc., personally appeared before me in said District and by virtue of the authority conferred upon him, acknowledged that his signature on the foregoing note was the act and deed of said corporation.

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UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA CIRCUIT

No. 21,865

Democratic Central Committee of the District of Columbia, et al. Petitioners, v. Washington Metropolitan Area Transit Commission, Respondent, D.C. Transit System, Inc., Intervenor.

and Consolidated Cases Nos. 24398, 24415 and 24428

CALCULATION OF JUDGMENT

Security Trust Company, N.A. submits for the record the detailed basis of its calculation as to the amount of the Judgment which it here seeks — the amount due as at February 2,

1993 and with interest accruing from that date in the manner prescribed by the proposed form of Judgment filed earlier this week. Except for a four cent overstatement, the amount sought as at February 2, 1993 — $4,976,124.79 — is the amount which the undersigned calculated for the court during oral argument on February 2, 1993.

This amount differs in two respects from that set forth in STC's proposed form of Judgment, and the undersigned takes responsibility for the errors in that form.

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SCHEDULE

D.C. TRANSIT OWINGS AS AT 2/02/93

Application of 770 Note proceeds of 2/01/93 and interest carry forward credit to DCT $4.5 million Note to STC and the resulting effect on Transit's total outstanding indebtedness.

I.Interest due on DCT $4.5 million note at 2/01/93 and application of interest proceeds of 770 Note Sale received that day together with credit from interest carry forward.

to 1/11/93 per Clark Affidavit 1/11-2/01/93 21 days @ 411.78 $18,901.42 8.647.38 27,548.80

Less 770 Note Interest Proceeds (29 days @ 729.60) Balance interest due 21.158.40 6,390.40

Application from 13,685.75 ‘ interest credit carry .forward 6.390.40

Leaving 7,295.35 carry forward to earlier of date of judgment or next interest due date (2/26/93).

II.Application of full outstanding principal balance of 770 Note to outstanding balance DTC $4.5 million note to STC.

4,500,000.00 3.804.340.45 695,659.45

Interest accruing on $4.5 million note balance from 2/01/93 at 3.34% = $63,658 daily

III.Outstanding Debt as at 2/02/93 after 770 Note repayment and full application of 770 Note sale proceeds on 2/01/93.

on $4.7 million note Balance 12/13/92 4,267,590.16 Interest to 1/11/93 per Clark Affdvt 11,438.41 Interest to 2/02/93 22 days @ 394.021 8,668.46

on $4.5 million note 695,659.45 Interest 2/01-2/02 1 day @ 63.66 63.66

Thus DCT outstanding debt at 2/02/93

Principal both notes 4,963,249.61 Interest on $4.7 note 20,106.87 Interest on $4.5 note 63.66 Less interest credit carry forward - 7.295.35 Total Principal & interest due at 2/02/93 4,976,124.79

Daily interest accruing from 2/02 to date of Judgment (up to 2/26/93) — $457,679 (394.021+63.658)

RECONCILIATIONS

I. Total Principal and Interest due 2/02/93 if 770 Note Repayment had been made 2/02/93, rather that 2/01/93, as assumed in written calculation distributed to the court at oral argument on 2/02/93.

Judgment indicated in earlier distribution $4,975,743.31

Adjustments for one day earlier repayment

One day less interest reev'd on 770 Note One day less interest charged on $4.5 Note One day interest on $4.5 Note balance + 729.60 411.78 + 63.66 $4,976,124.79

II. Application of Proceeds Received 770 Note Sale.

Received by wire transfer 2/01/93 Less Interest (29 days & $729.60) Less Discounted Price - Principal Less Reimbursment closing costs $3,601,907.86 21,158.40 3,579,884.46 _865.00 - 0-

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* Calculation of Judgment filed February 5, 1993 is attached.