National Railroad Passenger Corporation v. 3.44 Acres More or Less of Land and Building

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

NATIONAL RAILROAD PASSENGER CORP. (AMTRAK),

Plaintiff,

v. Case No. 15-cv-01088 (CRC)

3.44 ACRES MORE OR LESS OF LAND AND BUILDING located at 900 2nd Street NE, Washington, DC 20002-3557, et al.,

Defendants.

MEMORANDUM OPINION

The National Railroad Passenger Corporation, known by all as “Amtrak,” can take

“interests in property” by eminent domain where those interests are “necessary for intercity rail

passenger transportation.” 49 U.S.C. § 24311(a)(1)(A). Relying on this authority, Amtrak filed

suit in July 2015 to condemn two parcels of land owned by Defendant Fluorine LLC that sit

adjacent to Washington Union Station.

Fluorine has filed a motion for partial summary judgment challenging Amtrak’s statutory

authority to take one of the parcels, which contains an office building and an underground

parking garage. It reads the statute governing Amtrak’s acquisitions narrowly as requiring

absolute, last-resort necessity, and it contends that the parcel is not indispensable to Amtrak’s

operations. Amtrak responds in a cross-motion that the condemnation is amply justified under

§ 24311 because Amtrak has reasonably deemed the property necessary to further its goals. For

the reasons that follow, the Court will grant Amtrak’s motion and deny Fluorine’s.  I. Background

Washington’s iconic Union Station is Amtrak’s headquarters and one of its busiest rail

stations. Since 2012, defendant Fluorine LLC has owned two adjacent parcels of land just north

of Union Station. The parcels hug the west side of 2nd Street Northeast and abut the east side of

the railroad tracks that head north out of Union Station. The first parcel, Lot 814, contains a

surface parking lot with an electrical substation beneath it. The other, Lot 812, contains an office

building called the Railway Express Agency Building (“REA Building”) and an underground

parking garage. Together, the lots comprise nearly 110,000 square feet.

Historically, Amtrak leased office space in the REA Building and had additional access

to it through various easements. At the time Amtrak condemned the lots, it was the building’s

largest tenant—it leased almost 35,000 square feet, or 30% of its leasable space. Amtrak also

controlled an underpass below Union Station that extends under the H Street Bridge and

connects with the parking garage beneath the REA building. It previously granted Fluorine’s

predecessor an easement to use that underpass for vehicle access and parking.

As part of its efforts to develop the Northeast Corridor railway line from Boston to

Washington, D.C., Amtrak in 2012 began devising a plan to rehabilitate and expand Union

Station. Pl.’s Mot. Summ. J. Ex. 22, at 11:6–12:1. The result was an omnibus “Union Station

Master Plan,” which contemplated Amtrak’s “reconstruction of all tracks [and] platforms,

creating a series of new concourses below the tracks,” and overall sought to “provide safer, more

efficient, more accessible services for passengers and for employees.” Id. Ex. 23, at 17:1–13.

Over the next three years, Amtrak studied how best to expand the station’s capacity and,

as part of this process, commissioned a report assessing the possible acquisition of the two

parcels at issue. Id. at 31:15–34:8. That 2012 report considered the operational and financial

2 consequences of the possible purchase, and in the end recommended acquisition. Id. at 33:16–

22; see also Def.’s Mot. Summ. J. Ex. D (sealed report).

In January 2015, after further study, Amtrak personnel created a presentation for its

Board of Directors proposing Amtrak’s acquisition of the REA Building, as well as the adjacent

parking lot and air rights above it. See Pl.’s Mot. Summ. J. Ex. 32. The proposal explained that

Amtrak needed to own the parcels to address six “Strategic Issues” related to the Union Station

Master Plan. Id. at 8. First, Amtrak required “access to a portion of the REA property” to

construct a new, expanded railroad track. Id. at 9. Second, Amtrak sought to gain control over

its “40 easements across, under and above” the parking lot and its subsurface easements running

beneath the REA Building. Id. at 11. Third, once the tracks were reconfigured pursuant to the

Master Plan, the REA Building would provide “the only access” for emergency vehicles to the

tracks. Id. at 12. Fourth, the parking lot was “the only suitable space” for constructing

improvements to the lower-level tracks. Id. at 13. Fifth, to accommodate new and future

expansion, Amtrak needed to relocate several structures currently housed in the western part of

Union Station’s rail yard. Id. Finally, the presentation identified a need for “emergency

pedestrian egress pathways and control of [the] H Street Underpass,” through which Fluorine had

an easement. Id. at 8.

In May 2015, Amtrak’s Board of Directors approved a resolution authorizing Amtrak to

purchase Lots 812 and 814 or, if unable to strike a deal, to condemn them by eminent domain.

See Pl.’s Mot. Summ. J. Ex. 9, at 15–16. The resolution declared that Amtrak’s acquisition of

the building was “necessary for Amtrak’s intercity rail passenger transportation” id. at 16, noting

that Amtrak provided rail service “over numerous essential easements located throughout the

property on which the REA Building is located,” id. at 15.

3  Three weeks after the resolution passed, Amtrak sent a letter to Fluorine offering to

purchase the two lots for $35 million. Pl.’s Mot. Summ. J. Ex. 34. Fluorine rejected the offer

three days later in a one-line letter: “Thank you for your interest. Fluorine, LLC has no intent

[o]n selling the property.” Id. Ex. 35.

Amtrak then brought this condemnation action in July 2015. As required by 49 U.S.C. §

24311(b)(1), Amtrak filed a declaration (a) stating “the public use for which the interest is

taken”; (b) describing the property; (c) stating the interest in the property; (d) “showing the

interest taken”; and (e) estimating just compensation for the interest taken. See Decl. of Taking

(ECF No. 3). It also deposited $35 million with the Court as an estimate of just compensation.

Id. 16.

Two months after Amtrak commenced this action, the parties stipulated to Amtrak’s

acquisition of the property but reserved “Fluorine’s right to contest the validity of Amtrak’s

taking.” Joint Stipulation and Order 3 (ECF No. 23). Following discovery, both Amtrak and

Fluorine moved for partial summary judgment on the sole question of whether Amtrak was

permitted to take Lot 812, the parcel containing the REA Building and the underground parking

garage. The Court held a hearing on the cross-motions on August 29, 2017.

II. Standard of Review

A party is entitled to summary judgment if the pleadings and other materials in the record

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. The moving party bears the burden of

demonstrating the absence of a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S.

317, 323 (1986). “[A] material fact is ‘genuine’ . . . if the evidence is such that a reasonable jury

4 could return a verdict for the nonmoving party” on a particular claim. Anderson v. Liberty

Lobby, Inc., 477 U.S. 242, 248 (1986).

III. Analysis

A. The Standard Governing Amtrak’s Exercise of Eminent Domain

Congress gave Amtrak the power to acquire by eminent domain “interests in property”

that are “necessary for intercity passenger rail transportation,” 49 U.S.C. § 24311(a)(1), and that

it cannot “acquire by contract” or “agree with the owner on the purchase price,” id. §

24311(a)(2).

The central issue before the Court is just how “necessary” a property interest must be to

be eligible for condemnation and, relatedly, how much weight a court should give Amtrak’s own

determination of necessity. Fluorine contends that Amtrak’s power is narrow and that courts

owe Amtrak no deference on its determinations of necessity. In Fluorine’s view, Amtrak may

condemn a property interest only “as a last resort”—“where it cannot practicably do

otherwise”—and it urges the Court to engage in a searching, fact-specific review of Amtrak’s

condemnation decision. Pl.’s Mem. Supporting Mot. Summ. J. 14. Moreover, Fluorine urges

that, if Amtrak applies the incorrect standard of necessity in its internal deliberations, a

reviewing court must invalidate the taking. For its part, Amtrak argues that § 24311’s term

“necessary” denotes usefulness, appropriateness, or convenience—not absolute, last-resort

necessity. And it submits that courts have “a limited scope of review” over Amtrak’s

condemnations—akin to the abuse of discretion standard that applies to judicial review of agency

decisions. Def.’s Mem. Supporting Mot. Summ. J. 9.

The Court finds that Amtrak’s power—and the scope of the Court’s review—lies

somewhere between these two extremes.

5  First, courts simply do not owe Amtrak’s determinations of necessity the same sort of

substantive deference that federal agencies and other government entities receive when

condemning property. The Supreme Court has distinguished between two types of statutes

delegating the power of eminent domain. On one hand, there are “general authorization[s]” that

“authorize officials to exercise the sovereign’s power of eminent domain on behalf of the

sovereign itself.” United States v. Carmack, 329 U.S. 230, 243 n.13 (1946). Condemnations

made under those sorts of authorizations are subject to minimal judicial review. See id. On the

other hand, the Court has explained, there are

statutes which grant to others, such as public utilities, a right to exercise the power of eminent domain on behalf of themselves. These are, in their very nature, grants of limited powers. They do not include sovereign powers greater than those expressed or necessarily implied, especially against others exercising equal or greater public powers.

Id. Because Amtrak is a government-sponsored corporation and not a government entity, see 49

U.S.C. § 24301(a), its eminent domain statute falls within this latter category. See Nat’l R.R.

Passenger Corp. v. Two Parcels of Land, 822 F.2d 1261, 1264–65 (2d Cir. 1987). Amtrak’s

power to take property is thus confined to the terms of its statutory grant. 1

1 At oral argument, counsel for Amtrak suggested that it should be treated like a government actor when it takes property. This argument must be rejected. True, the Supreme Court has held that Amtrak should be treated as a government actor for certain constitutional purposes, including “for the purpose of individual rights guaranteed against the Government,” Lebron v. Nat’l R.R. Passenger Corp., 513 U.S. 374, 394 (1995), and in evaluating separation-ofpowers challenges to its authority, Dep’t of Transp. v. Assoc. of Am. R.R.s, 135 S. Ct. 1225, 1233 (2015). But these cases show that Amtrak’s governmental status depends on the context of its action—and specifically on whether Congress’s express statement that Amtrak is not a federal actor carries the day. And, as the Court explained, Congress’s disclaimer of Amtrak’s governmental status “is assuredly dispositive of Amtrak’s status as a Government entity for purposes of matters that are within Congress's control.” Lebron, 513 U.S. at 392; see also United States ex rel. Totten v. Bombardier Corp., 380 F.3d 488, 492 (D.C. Cir. 2004) (holding that Amtrak is not “the Government” for purposes of the False Claims Act because the Act’s scope is “a matter ‘within Congress’s control’”). Unlike with individual constitutional rights and interbranch conflict, Congress has plenary control over the scope of its delegations of eminent

6  So what are the terms of that grant? Again, § 24311 allows for the condemnation of

“interests in property” that are “necessary for intercity passenger rail transportation.” One aspect

of this standard is clear—Amtrak must show that the property it seeks to acquire is “necessary

for intercity passenger rail transportation,” not that condemnation is the necessary means of

acquiring that property. The history of § 24311 and its predecessor statute shows that this is so.

Congress first gave Amtrak the power of eminent domain in 1973, and the original version of its

grant allowed Amtrak “to acquire any right-of-way, land, or other property . . . which is required

for the construction of tracks or other facilities necessary to provide intercity rail passenger

service, by the exercise of the right of eminent domain.” Pub. L. No. 93-146, § 6, 87 Stat. 548,

549 (1973) (emphasis added). This language was revised in 1994 as part of an omnibus bill “to

restate in comprehensive form, without substantive change, . . . laws related to transportation.”

H.R. Rep. No. 101-868, at 1 (emphasis added). Specifically, the House committee report shows

that the 1973 law’s text preceding “interests in property”—“right-of-way, land, or other”—were

“omitted as surplus” in the new version. Id. at 104. So, as relevant here, the modern statute’s

term “interests in property” refers to the parcel that Amtrak seeks to take—the parcel must be

“necessary for intercity passenger rail transportation.” It is not, as Fluorine contended at oral

argument, a subtle way for Congress to indicate that fee simple ownership, as opposed to a lease

or easement, must be “necessary.”

This conclusion, combined with Amtrak’s status as a for-profit corporation, has one

further consequence. Where Amtrak’s condemnation is challenged, the Court may uphold the

domain power. So while Lebron may imply that Amtrak has an obligation, under the Fifth Amendment, to provide just compensation any time it takes property, it certainly does not imply that Amtrak gets the benefit of governmental status when it takes property pursuant to a limited statutory delegation.

7 taking if it finds that the property taken is necessary for intercity passenger rail transportation.

Just as Amtrak’s interpretation of § 24311 and its determinations of necessity do not warrant

substantial judicial deference, neither do flaws in its internal decisionmaking process warrant

halting a condemnation. Cf. SEC v. Chenery Corp., 318 U.S. 80, 87 (1943) (“The grounds upon

which an administrative order must be judged are those upon which the record discloses that its

action was based.”). Thus, contrary to Fluorine’s argument, any disagreement the Court may

have with Amtrak’s proffered statutory interpretation does not alone demand that Fluorine

prevail.

That leaves the question of what it means for property to be “necessary for intercity

passenger rail transportation.” Fluorine urges a more restrictive definition of necessity—one of

absolute, last-resort need. Its interpretation finds some support in dictionaries. See, e.g.,

Webster’s Second New International Dictionary 1635 (“Essential to a desirable or projected end

or condition; not to be dispensed with without loss . . . . ”). And it applies in some other legal

contexts—for example, the “three elements necessary to meet standing requirements.” Black’s

Law Dictionary (10th ed. 2014).

But for centuries the law has also recognized a broader understanding of necessity that

does not imply indispensability. Chief Justice Marshall famously concluded that, for

constitutional purposes, “necessary” laws are those “‘convenient, or useful’ or ‘conducive’” to

implementing one of Article I’s enumerated powers. United States v. Comstock, 560 U.S. 126,

133–34 (2010) (quoting McCulloch v. Maryland, 17 U.S. (4 Wheat.) 316, 413–14 (1819)). The

Supreme Court has similarly interpreted the tax law’s reference to “necessary” business expenses

as covering those that are those “appropriate and helpful” to a business. Commissioner v.

Heininger, 320 U.S. 467, 471 (1943). And, in a context closer to home, some states require that

8 a government taking be “necessary” to achieve some public purpose, yet interpret this limitation

as requiring “only that the taking be reasonably necessary to the accomplishment of the end in

view under the particular circumstances.” Cersosimo v. Town of Townshend, 431 A.2d 496, 498

(Vt. 1981) (“It does not mean an imperative, indispensable or absolute necessity . . . .”).

Recognizing the indeterminacy of the term “necessary,” the parties rightly concede that

the standard in § 24311 is ambiguous, and therefore that the Court must look beyond its plain

text “to resolve that ambiguity.” Robinson v. Shell Oil Co., 519 U.S. 337, 345 (1997). Statutory

structure, purpose, and legislative history can shed light on the meaning of an ambiguous text.

The Court finds that § 24311’s standard is best read as more stringent than mere

“usefulness,” but more lenient than absolute, last-resort need. For Amtrak to acquire a property

interest by eminent domain, the property interest must have a “significant relationship” with

Amtrak’s provision of intercity rail passenger transportation. Two Parcels of Land, 822 F.2d at

1265. In other words, the taking must have some direct nexus to Amtrak’s goals, which, as set

forth by statute, include minimizing federal subsidies, 49 U.S.C. § 24101(c)(1)–(2), and

maximizing “the use of its resources, including the most cost-effective use of employees,

facilities, and real property,” id. § 24101(c)(12).

All courts that have construed Amtrak’s eminent domain power have adopted this

broader sort of interpretation. The Second Circuit, while acknowledging that “Amtrak’s exercise

of its delegated power of eminent domain is entitled to less deferential review than that of a

government agency,” declined to impose a strict standard of necessity. Two Parcels of Land,

822 F.2d at 1265. Rather, the court was satisfied by the “significant relationship between the

condemned property”—a service road that Amtrak planned to reconvey to a municipality—and

Amtrak’s “goals,” as set forth in statute. Id. A district court in Massachusetts analyzed the

9 modern version of the statute similarly. It concluded “that ‘necessary’ should be construed to

mean that Amtrak finds that an acquisition is a useful and appropriate way to accomplish its

goals,” and that courts should “review Amtrak’s decision . . . to determine if it has abused its

discretion by making an unreasonable business judgment that the condemnation of the property

is necessary.” Nat’l R.R. Passenger Corp. v. 4,945 Square Feet of Land, 1 F. Supp. 2d 79, 82 (D.

Mass. 1998).

And while the Supreme Court has not interpreted the specific language of § 24311, in

National R.R. Passenger Corp. v. Boston & Maine Corp., 503 U.S. 407 (1992), it confronted a

similar provision allowing Amtrak to condemn railroad property upon approval of the Interstate

Commerce Commission (“ICC”). The ICC had effectively interpreted that provision’s

standard—that the property be “required for intercity rail passenger service”—as meaning that

the property must be “useful or appropriate” to Amtrak’s goal of providing service. Id. at 418.

In upholding Amtrak’s taking, the Supreme Court found the statute ambiguous and gave

deference to the ICC’s interpretation, explaining that “in the context of this statute it is plausible,

if not preferable, to say that Amtrak can find that an acquisition is required when it is a useful

and appropriate way to accomplish its goals.” Id. at 419. It accordingly rejected the D.C.

Circuit’s conclusion that the statute unambiguously required that the property be “indispensable”

to Amtrak’s goals. Id. at 419.

As Fluorine observes, Boston & Maine does not directly answer the question before this

Court because Amtrak, unlike the ICC in that case, is not entitled to deference in its

interpretation of the eminent domain statute. But the Supreme Court’s conclusion that the prior

statute’s term “required” is ambiguous applies with equal force here, and surely its suggestion

that the ICC’s reading is the “preferable” one is at least persuasive.

10  Fluorine’s second argument on this front is more substantial. Section 24311, like its

predecessor statute at issue in Boston & Maine, distinguishes between takings of railroad and

non-railroad property. When Amtrak takes property owned by entities other than railroads, it

files its condemnation action directly in court and the taking is governed by the standard in

§ 24311(a)(1)(A)—the standard at issue here. A different procedure, however, governs takings

of railroad property: Amtrak must apply to the Surface Transportation Board (in the prior version

of the statute, the ICC) for an order establishing Amtrak’s need for the property and ordering its

conveyance on reasonable terms. 49 U.S.C. § 24311(c)(1). Amtrak’s need “is deemed to be

established,” and the Board “shall order the interest conveyed unless [it] decides that” the rail

carrier would be significantly burdened and Amtrak could adequately meet its transportation

obligations through alternative means. Id.

Fluorine contends that, by codifying a presumption of need only for railroad property,

Congress implied that Amtrak must prove genuine need when condemning non-railroad

property. That argument is only half correct. The absence of an evidentiary presumption does

mean that Amtrak must affirmatively show necessity when it condemns non-railroad property.

But the absence of a presumption does not imply that Amtrak’s standard of necessity is strict. If

anything, the link between the provisions governing railroad and non-railroad takings cuts in the

other direction: The “back-to-back” juxtaposition of the provisions—both requiring that the

property taken be “necessary for intercity passenger rail transportation”—demands that the

substance the necessity standard is the same for both types of property. 4,945 Square Feet of

Land, 1 F. Supp. 2d at 82. And, again, in the railroad context, the Supreme Court has suggested

that a broader reading of necessity is “preferable.” Boston & Maine, 503 U.S. at 419.

11  Uses of the word “necessary” elsewhere in Amtrak’s governing statute provide further

support for a broader interpretation of the term in the eminent domain provision. See Envt’l

Defense v. Duke Energy Corp., 549 U.S. 561, 2007 (citing “presumption that the same words

repeated in different parts of the same statute have the same meaning”). The section laying out

Amtrak’s general authority provides that “Amtrak may acquire, operate, maintain, and make

contracts for the operation and maintenance of equipment and facilities necessary for intercity

and commuter rail passenger transportation, the transportation of mail and express, and auto-

ferry transportation.” 49 U.S.C. § 24305 (emphasis added). Congress unlikely wanted Amtrak

to conduct daily audits of its equipment to ensure that every piece was truly indispensable to its

operations—it seems to have presumed that Amtrak would exercise reasonable judgment in

acquiring, operating, and maintaining equipment to further its goals.

Moreover, while Fluorine claims that § 24311’s legislative history reveals Congress’s

intent to define necessity narrowly, the committee report on which it relies is at best

indeterminate. Amtrak was first given the power of eminent domain as part of the Amtrak

Improvement Act of 1973, Pub. L. No. 93-146, 87 Stat. 548. That statute allowed for

acquisitions of any property interest “required for the construction of tracks or other facilities

necessary to provide intercity rail passenger service.” Id. § 6, 87 Stat. at 549. Fluorine latches

onto language from the committee report accompanying the 1973 law, which explains that the

committee intended Amtrak’s right “to be restricted, in the sense that Amtrak should utilize the

power prudently and judiciously—as a last resort method, and only when absolutely necessary to

fulfill its needs to provide intercity passenger service.” H.R. Rep. No. 93-415, at 8.

Read in context of the entire report, the statement that Amtrak should use its power

carefully is better understood as an admonition than a judicially enforceable limit. The

12 committee goes on to describe two safeguards against Amtrak’s abuse of its eminent domain

power, neither of which suggests a legal standard of indispensability. First, “[t]he judicial

review which is exercised through the condemnation proceedings assures that the property being

taken is in fact needed for the purpose mandated under the statute”—an emphasis on reviewing

the propriety of Amtrak’s purpose, not the direness of its need for the property. Id. at 9. And,

second, “this power will not be abused because of Amtrak’s limited budgets, and the fact that

Congress and the [ICC] annually review [Amtrak’s] activities.” Id. Congress’s contemplation of

these softer checks on Amtrak’s eminent domain power presupposes that Amtrak has discretion

that must be checked.

The report also explains that the committee saw Amtrak’s new power of eminent domain

as “similar to that accorded railroads and public utilities under State law.” Id. at 8. Many states

have granted railroads the power to condemn property when, for example, it was “necessary for

the construction, maintenance or operation of such [rail]road, or the necessary sidings, side-

tracks or appurtenances.” Aurora & G. Ry. Co. v. Harvey, 53 N.E. 331, 332 (Ill. 1899). Courts

have generally interpreted the standard of necessity in these sorts of statutes broadly to mean

‘expedient,’ ‘reasonably convenient,’ or ‘useful to the public,’ and [not] limited to an absolute

physical necessity.” Id. at 334; see also, e.g., N. States Power Co. v. Oslund, 51 N.W.2d 808,

809 (Minn. 1952) (for taking by public utility, “there need be no showing of absolute or

indispensable necessity, but only that the proposed taking is reasonably necessary or convenient

for the furtherance of the end in view”).

The historical takings power of railroads and utilities, however, was not boundless.

Interpreting a statute granting rail carriers the power to “appropriate such land ‘as may be

13 deemed necessary for its railroad,’” one state supreme court provided a helpful summary of the

relevant limitations:

Necessary land here must be held such as is reasonably proper, suitable, and useful for the purpose sought. Some discretion must be allowed the railroad in determining the needs of itself and the public. In limiting the power of appropriation to that which is necessary, it is manifest that it was the legislative purpose to prevent the abuse of the power by making appropriations for speculative, monopolistic, or other purposes, foreign to the legitimate objects contemplated by the corporation charter.

Eckart v. Ft. Wayne & N.I. Traction Co., 104 N.E. 762, 764 (Ind. 1914) (citations omitted). The

committee’s analogy to railroads and public utilities suggests that it saw Amtrak’s power as

confined to property that would directly further Amtrak’s transportation goals—mere profit

motive would not do—but that it did not expect the imposition of strict, last-resort necessity.

All in all, this standard of necessity—one that implies a significant link between the

property and the “legitimate objects” set forth in Amtrak’s statutory charter—is the one

contemplated by § 24311 and best effectuates its purpose. A strict standard of last-resort need

would be impossible to implement without vitiating Amtrak’s power to take property: it is hard

to imagine a property truly indispensable to Amtrak’s ability to provide rail service. But general

“usefulness” is similarly problematic. Almost any condemnation could be plausibly justified as

useful for a transportation provider: Taking a commercial building with no physical connection

to Amtrak’s rail system and selling it for a profit might enable Amtrak to lower its ticket prices.

Rather, just as Congress unlikely wanted to confer a functionally inert takings power, neither

would it sensibly include restrictive language along the axes of purpose (“intercity passenger rail

transportation”) and importance (“necessary”) if it expected those restrictions to be completely

toothless. The upshot is that Amtrak may condemn property only if it has a significant

connection to its goal of providing intercity passenger rail transportation. The sufficiency of this

14 connection is a question of fact, but one readily resolvable on summary judgment. See Two

Parcels of Land, 822 F.2d at 1262; 4,945 Square Feet of Land, 1 F. Supp. 2d at 80.

B. The Record Shows that Lot 812 is “Necessary for Intercity Passenger Rail Transportation”

Having decided the standard to apply, the Court now turns to whether the record evidence

supports summary judgment for either party. Fluorine contends that, even under a broader

understanding of necessity, Amtrak has not shown that taking Lot 812 was necessary for

intercity passenger rail transportation. At a minimum, it argues, there remain material disputes

of fact regarding necessity.

Again, the relevant question is whether the parcel containing the REA Building and its

underground garage has a significant relationship with Amtrak’s goal of providing intercity

passenger rail transportation. The Court finds that, as a matter of law, Amtrak has satisfied that

standard.

It is undisputed that, before the taking, Amtrak used the REA Building for its intercity

passenger rail transportation operations: Amtrak leased about 30% of the offices in the REA

Building to house staff from several departments and had easements for use of space in the

building below its tracks at Union Station. Def.’s Mem. Supporting Mot. Summ. J. 4.

It is also undisputed that Amtrak sought to condemn the property in order (1) to allow for

expanded use of the property in the future and (2) to secure its existing uses of the building and

underpass through fee simple ownership. And, on both of these fronts, Amtrak’s past and

planned uses for the property bear an indisputable link with its transportation goals. When it

comes to its operations, Amtrak believes that the simplest way to expand the eastern side of the

railyard would be to demolish approximately 1,000 square feet of the eastern side of the REA

Building. See Pl.’s Mot. Summ. J. Ex. 23, at 63–66 (Deposition of Gretchen Kostura, Amtrak’s

15 Infrastructure Planning Manager). Even if this demolition is not the only solution for track

expansion, see id. at 64, ownership of the building provides Amtrak with flexibility in deciding

how to most efficiently execute this aspect of the Union Station Master Plan.

Moreover, Amtrak has an interest—and one within the scope of § 24311—in solidifying

its current interests in the REA Building through fee simple ownership. In particular, it is

undisputed that Amtrak viewed its easement providing access to the H Street Underpass as

conflicting with Fluorine’s easement, Pl.’s Mot. Summ. J. Ex. 22, at 34:6–38:16, and that

Amtrak used the underpass for vehicle access to Union Station and for parking, Def.’s Mot.

Summ. J. Ex. AA, at 4.

If this conflict of easements were truly a concern, Fluorine asks, then why could Amtrak

not seek to clarify the inferiority of Fluorine’s easement? For that matter, why did Amtrak not

negotiate with Fluorine for a lease or easement for the additional parts of the building to which it

sought access, rather than seeking fee simple ownership of the parcel? These arguments might

carry the day if the Court imposed Fluorine’s desired definition of necessity: one that demanded

scrutinizing Amtrak’s decisionmaking process to ensure that eminent domain was used as a last

resort. But, again, § 24311 requires that the property have a significant connection with

Amtrak’s transportation mission. Assuming the requisite connection, the Court is not in a

position to assess whether a lease, an easement, or fee simple ownership is the optimal way to

further that mission. Indeed, the legislative history of Amtrak’s eminent domain provision

expressly contemplates, as a legitimate justification for using eminent domain, the inferiority of

leaseholds to outright ownership: “Amtrak is currently leasing terminal and other facilities from

various railroads. These facilities are not always best adapted to Amtrak needs, nor is the lease

always the most economical means by which Amtrak could fulfill its requirements for a facility.”

16 H.R. Rep. No. 93-415, at 8 (emphasis added). That was precisely Amtrak’s conclusion here—it

expressed concern that its current property interests in the building, consisting of leaseholds and

easements, were insufficiently secure and would not afford Amtrak the necessary flexibility as it

continued to expand Union Station. And Fluorine’s admitted willingness to provide a property

interest less than fee simple ownership does not undermine the soundness of Amtrak’s

conclusion or its compliance with § 24311.

Fluorine’s other attacks on the necessity of Amtrak’s condemnation must similarly be

rejected. Citing the Amtrak Board’s identification of a high estimated rate of return for the REA

Building, Fluorine contends that Amtrak had ulterior motives for the acquisition. This fact

would be troubling if profit were the only evident purpose for Amtrak’s acquisition. But, as

explained, the REA Building has a clear nexus with Amtrak’s transportation-related goals, and

the mere consideration of economic factors cannot defeat an otherwise valid taking. Amtrak’s

takings power is restricted by the terms § 24311, but so long as it does not exceed its statutory

power, Amtrak is not forbidden from considering additional factors before seeking to acquire a

multi-million-dollar property.

Finally, Fluorine contends that Amtrak “failed to consider an important aspect of the

problem before it” by not separately analyzing the need to acquire the REA Building, apart from

its need to acquire the adjacent surface parking lot. Def.’s Opp’n 30. The Court, however, is not

conducting arbitrariness review: the question is not whether Amtrak’s decisionmaking process

was perfect, it was whether it reached an outcome that is permissible under the statute. And, as

explained above, the connection between the REA Building and Amtrak’s transportation mission

is evident from undisputed facts in the record.

17 IV. Conclusion

Because the Court finds that, as a matter of undisputed fact, the condemned parcels were

necessary for intercity passenger rail transportation, the Court will grant Amtrak’s motion for

partial summary judgment and deny Fluorine’s cross-motion. The amount of just compensation

due to Fluorine will be determined as necessary in a subsequent proceeding. A separate Order

accompanies this Memorandum Opinion.

CHRISTOPHER R. COOPER United States District Judge

Date: September 20, 2017

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