Airport Fuel Services, Inc. v. Martha’s Vineyard Airport Commission, et al. (Lawyers Weekly No. 12-051-17)
COMMONWEALTH OF MASSACHUSETTS DUKES COUNTY, ss. SUPERIOR COURT CIVIL ACTION 2017-0017 AIRPORT FUEL SERVICES, INC. vs. MARTHA’S VINEYARD AIRPORT COMMISSION and DEPOT CORNER, INC. MEMORANDUM OF DECISION AND ORDER ON THE PLAINTIFF’S MOTION FOR A PRELIMINARY INJUNCTION This action arises out of the defendant, Martha’s Vineyard Airport Commission’s (the Commission) decision to award a lease of Lot #33 in the Airport Business Park (the Property) to the defendant, Depot Corner, Inc. (Depot), following a public bidding procedure. The Plaintiff, Airport Fuel Services, Inc. (AFS), has been the lessee of the Property pursuant to a 20 year lease that expired on March 9, 2017 (the Lease). It constructed a gas station, convenience store, and car wash on the Property and operated them over the term of its lease. In its complaint, AFS alleges that “the 2017 RFP issued by [the Commission] was misleading and an inherently unfair proposal” and seeks an order requiring the Commission to lease the Property to it, according to its bid proposal. The case is before the court on AFS’s motion for a preliminary injunction enjoining the Commission from leasing the Property to Depot. FACTUAL BACKGROUND The following facts are taken from the affidavits and documents submitted in support of and opposition to the motion for preliminary relief. Under the terms of the Lease, AFS was permitted to construct the gas station, convenience store, and car wash which it operated over the Lease term. However, Section Eleven of the Lease provided that: “Lessee shall, on the last day of the term, or on earlier termination and forfeiture of the lease, peaceably and quietly surrender and deliver the Premises to Lessor at Lessor’s option free of subtenants, buildings, additions, and improvements constructed or placed thereon by Lessee.”[1] In 2014, the Commission issued a Request for Proposal (RFP) for a lease for the Premises to commence after the expiry of the AFS Lease, but RFP was withdrawn for reasons that do not affect the court’s ruling on the issues raised by the pending motion. On December 30, 2016, the Commission issued the RFP (which it titled: Request for Qualifications) for a new lease of the Property which is the subject of the present action. In the first section of the RFP, entitled General Information to Proposers, the Commission explained that it “may waive its rights under Section Eleven” (quoted above) to require the present lessee, AFS, to remove the buildings that it constructed on the Property. The RFP went on to state,“[t]he successful Proposer will have the opportunity to either negotiate a separate agreement for the purchase of the existing facilities with the […]