Full opinion text
MEMORANDUM OPINION COLLEEN KOLLAR-KOTELLY, District Judge. The above-captioned consolidated actions involve a series of claims and counterclaims relating to the parties’ attempts to create a museum and memorial in Washington, D.C. devoted to the Armenian Genocide. Following a twelve-day bench trial in November 2010, the Court issued a Memorandum Opinion setting forth its findings of fact and conclusions of law on January 26, 2011. See [193] Mem. Op. (Jan. 26, 2011). The Court found that none of the parties’ substantive claims were meritorious and dismissed all of the claims save one, holding that Defendants Gerard L. Cafesjian (“Cafesjian”) and John J. Waters (“Waters”) were entitled to indemnification from the Armenian Genocide Museum and Memorial, Inc. (“AGM & M”) for legal expenses incurred in defending claims asserted against them in their capacities as former officers of AGM & M. The Court also upheld the validity of a reversion clause in a Grant Agreement executed between Defendants Cafesjian and the Cafesjian Family Foundation, Inc. (“CFF”) and Plaintiff Armenian Assembly of America, Inc. (the “Assembly”), ruling that CFF and Cafesjian may exercise their rights under that clause effective December 31, 2010. The Court asked the parties to submit additional briefing regarding two issues left unresolved by the Court’s prior Memorandum Opinion: (1) whether CFF should be required to reimburse AGM & M for part of the value of properties that shall be transferred to CFF under the terms of the Grant Agreement; and (2) the amount of legal expenses for which Cafesjian and Waters are entitled to be indemnified. The parties have now completed the additional briefing on these issues as ordered by the Court, and these issues are ripe for the Court’s resolution. This Memorandum Opinion contains the Court’s final findings of fact and conclusions of law with respect to these issues. The parties have also filed a series of papers with the Court regarding the terms on which the properties must be transferred to CFF. The Court shall address these filings in the context of addressing the reimbursement issue. Pending also before the Court are several additional motions filed by Defendants Cafesjian, Waters, and CFF (collectively, “Defendants”). First, Defendants have filed a[198] Petition for Involuntary Dissolution asking the Court to initiate procedures to involuntarily dissolve AGM & M under D.C. law. Second, Defendants have filed a[221] Motion Requesting Attorneys’ Fees for Vexatious Litigation. Third, Defendants have filed a[214] Request for Order to Show Cause as to Why Plaintiffs Should Not Be Held In Contempt for allegedly violating one of this Court’s orders. The Assembly and AGM & M (collectively, “Plaintiffs”) have filed oppositions to each of these motions, and Defendants have filed replies. In addition, Plaintiffs’ former counsel, K & L Gates LLP, has intervened and filed a brief opposing Defendants’ motion for attorneys’ fees for vexatious litigation. Accordingly, these motions are all ripe for resolution. For the reasons explained below, the Court finds that the Grant Agreement does not impose any obligation on CFF to reimburse AGM & M for the excess value of the properties over the amount of the funds originally donated. Therefore, the Court shall enter final judgment on this issue and order AGM & M to transfer the properties to CFF without further delay. With respect to the amount of legal fees and expenses subject to the indemnification clause covering Cafesjian and Waters, the Court shall refer this issue to a magistrate judge for a report and recommendation. The Court shall deny-in-part Defendants’ motion requesting attorneys’ fees for vexatious litigation because Defendants have mostly failed to demonstrate that Plaintiffs or their counsel acted recklessly or in bad faith; however, the Court shall hold in abeyance Defendants’ motion with respect to Plaintiffs’ untimely production of documents on the eve of trial. The Court shall decline to exercise supplemental jurisdiction over Defendants’ petition for involuntary dissolution of AGM & M, as this is a new claim asserted after trial that is best left to be adjudicated by the Superior Court of the District of Columbia. Finally, the Court shall deny Defendants’ request for a show cause order because Defendants have not shown that Plaintiffs violated one of this Court’s orders. I. BACKGROUND The Court set out its factual findings thoroughly in its Memorandum Opinion issued on January 26, 2011, and the Court assumes familiarity with that opinion and incorporates it here. See Armenian Assembly of Am., Inc. v. Cafesjian, 772 F.Supp.2d 20, 2011 WL 229354 (D.D.C. Jan. 26, 2011). The Court shall summarize the facts previously found by the Court to the extent they are relevant to the issues remaining to be decided. A. Initial Interest in an Armenian Genocide Museum and the Acquisition of the National Bank of Washington Building In the late 1990s, Cafesjian and several individuals involved with the Assembly joined forces in an effort to create a museum devoted to memorializing the Armenian Genocide. On or about April 1, 1996, Hirair Hovnanian (“Hovnanian”), one of the Assembly’s founders, made a pledge of about $1.6 million to establish the Armenian National Institute (“ANI”) for the study, research, and affirmation of the Armenian Genocide. Dr. Rouben Adalian (“Adalian”), a historical researcher, was hired to become the director of ANI. Inspired by Hovnanian’s pledge, Anoush Mathevosian (“Mathevosian”) decided in 1996 to pledge $3 million to be used for the purpose of constructing a permanent museum in Washington, D.C. dedicated to the victims and survivors of the Armenian Genocide. In 1996, the Assembly began to explore properties in Washington, D.C. that would be suitable for a museum. Around this same time, Cafesjian was independently planning to build a memorial to the Armenian Genocide. Through his trusted associate Waters, Cafesjian contacted the Assembly and expressed an interest in potentially associating his planned memorial with the Assembly’s museum project. Because Cafesjian had not been involved in the Assembly, he invited Hovnanian, Adalian, and Robert Aram Ka~ loosdian (“Kaloosdian”), another of the Assembly’s founders, to meet with him and discuss the museum project and the Assembly’s advocacy efforts. Cafesjian officially joined the Assembly as a trustee in August 1998. At that point in time, Cafesjian and Waters continued to search separately for a location for a memorial. In or about late 1999, the Assembly identified the National Bank of Washington, located at 619 14th Street, NW, Washington, D.C., as a possible site for the museum. Although it was much larger than the properties they had been looking at to date, everyone involved in the search was impressed by the National Bank of Washington building (the “Bank Building”). The Bank Building has a prime location — just blocks from the White House — and its exterior and part of the interior have been designated as historic landmarks in the D.C. Inventory of Historic Sites and the National Register of Historic Places. The property on which the Bank Building is located also includes a vacant back lot which would allow for the construction of an annex. Cafesjian was very interested in the Bank Building, and he dispatched Waters to do due diligence on the property. Because there was another interested buyer, Cafesjian directed Waters to work quickly to arrange the purchase. Cafesjian agreed to donate $3.5 million to the Assembly to create a consolidated location at which the genocide museum, the genocide memorial, and offices for ANI could be located. Anoush Mathevosian agreed to increase her pledge to $3.5 million to acquire the property. The Assembly closed on the Bank Building on February 16, 2000, purchasing the building for $7.25 million. The funds for the purchase were comprised of a $3.5 million pledge from Mathevosian, a $2.5 million grant from CFF, and a $1 million grant from Cafesjian’s Vanguard Charitable Endowment Program — Cafesjian Family Foundation Charitable Trust. Because Mathevosian could not access funds in sufficient time to wire them to the Assembly prior to the closing, CFF provided the Assembly with a $4 million interest-free bridge loan to cover Mathevosian’s pledge and to complete the transaction. On March 8, 2000, after the Assembly had received Mathevosian’s pledged donation, the Assembly repaid CFF $3.5 million by wire transfer. On March 17, 2000, the Assembly executed a promissory note produced by and for the benefit of CFF for the remaining $500,000. After the closing, on February 28, 2000, Anoush Mathevosian wrote a letter to the Assembly restating the purpose of her pledge. The letter stated that the purpose of her gift was to foster the development of an Armenian Genocide museum with educational exhibits, and Mathevosian expressed her desire that the Bank Building be used solely for the Assembly, ANI, the museum, and the memorial. She wrote: To be certain that future generations remain true to the intent of our donations, it should be clear that no changes will be made to the purpose and usage of the Museum; that no mortgages are taken against the property and that the Museum’s perpetuation is not jeopardized as such or encumbered in any way; and that there will be no subsequent changes to the name of the museum. PX-110. At her deposition, Mathevosian explained that she wanted to ensure that they paid for the property in full so that it would not be mortgaged or sold in the future. Mathevosian asked that these understandings be incorporated into the permanent records of the organization. However, there is no evidence that Mathevosian’s expressed desires were ever formally incorporated by the Assembly into a binding obligation. Mathevosian testified that Hovnanian agreed to her conditions, but she did not recall whether he had done so orally or in writing. John Waters testified that he did not see Mathevosian’s letter until several years later, in late 2003. In any case, Mathevosian did not ask for a reversionary interest in her donation, and therefore she does not have one. The parties agreed that as a condition of Cafesjian’s donation of funds for the purchase of the Bank Building, the Assembly was required to include a memorial named after Cafesjian as part of the project. On March 30, 2000, the Assembly sent Cafesjian a letter confirming his donations and its obligation to build a memorial. The Assembly agreed to cooperate with the design firm or artist chosen by CFF to complete the memorial. The anticipated completion date for the project was March 2002, and CFF agreed to make contributions to the Assembly to finance the memorial. Because of the size of the Bank Building (34,000 sq. ft) and the property on which it sits, it was contemplated that the Assembly and ANI would move out of their existing offices when their lease expired in March 2002 and occupy space on the new site. Accordingly, it was agreed that the development of suitable office space on the property would be a priority. Ross Yartian, then-Executive Director for the Assembly, testified at trial that in retrospect, they were naive to think that the museum, the memorial, and offices for the Assembly and ANI could all be housed within the Bank Building. B. Acquisition of the Properties Adjacent to the Bank Building Once the Bank Building was acquired by the Assembly, Cafesjian began to acquire properties adjacent to the Bank Building. Ultimately, Cafesjian decided to donate the properties to the Assembly for the purpose of expanding the footprint of the museum project. Cafesjian acquired four parcels adjacent to the Bank Building: (1) 1342 G Street, NW; (2) 1340 G Street, NW; (3) 1338 G Street, NW; and (4) 1334-36 G Street, NW (collectively, the “Adjacent Properties”). Each of the properties was acquired in an arms-length transaction by one of Cafesjiaris entities, TomKat Limited Partnership (“TomKat”). TomKat executed an agreement to purchase 1338 G. Street for $1.2 million on March 10, 2000 and closed on May 15, 2000. TomKat purchased 1342 G Street for $1.2 million on March 16, 2000 and closed on September 30, 2000. On October 24, 2000, TomKat entered into an Installment Purchase and Sale Agreement to purchase 1340 G Street for a total of $3 million. Under the installment agreement, payments of $150,000 were due each year for a period of ten years, with a final balloon payment of $1.5 million due in March 2011. The final adjacent property, 1334-46 G Street, NW, also known as the “Families U.S.A.” building, was acquired later by TomKat, which purchased the building from a third-party seller for $6.5 million in September 2003. C. Initial Efforts to Develop the Museum and Memorial A planning committee was formed to handle the task of developing the Bank Building into a museum and memorial. The planning committee operated largely by consensus, and there were about a dozen different individuals who became involved to varying degrees in the planning for the project. Although the committee held several meetings in the spring of 2000 to discuss development plans and fundraising, there was no dedicated staff to shepherd the project along, and the lack of a central decision maker slowed the pace of progress considerably. In 2001, Ross Vartian took on the position of planning director for the project, but the committee was unable to agree on critical decisions such as how to go about hiring professionals to work on the building and how to raise funds to cover the costs of construction and operation. The biggest obstacle was disagreement over the size and scope of the project, including uncertainty over how Cafesjiaris acquisition of the Adjacent Properties would affect the development of the museum. It was around late summer 2001 when Cafesjian agreed to donate the Adjacent Properties to be used for the genocide museum project. No official proposal was made to the Assembly until October 15, 2001, when Cafesjian wrote a letter to Hovnanian outlining the terms of a proposed grant of the three properties that had been acquired. This letter was the first in a series of draft grant agreements that would ultimately be exchanged between Cafesjian and the Assembly. The letter proposed that Cafesjian and/or CFF donate $5.8 million to the Assembly to purchase the properties from TomKat. The proposed grant agreement would require the Assembly to use the properties solely as part of the genocide museum project, subject to plans approved by the Assembly’s planning committee. The letter also proposed that if the Assembly failed to develop the property according to those plans, CFF would be entitled to a return of either the grant funds or the properties. Cafesjian expressed his frustration with the lack of progress that had been made, and he explained at trial that he wanted to make certain that the museum was built during his lifetime. Cafesjian’s proposal was generally well received at the Assembly, although the Assembly never responded in writing to Cafesjian’s letter. However, there was no meaningful progress throughout the rest of 2001. In 2002, the parties continued to discuss various development proposals and there was some progress. In March 2002, the Assembly determined that an independent entity should be created to develop and operate the museum project. CFF and the Assembly also agreed to combine their conditions with prior gifting commitments, which the newly-formed independent entity would be obliged to honor. CFF and the Assembly agreed to jointly design and approve the governing documents for the new entity, which would become known as the Armenian Genocide Museum & Memorial, Inc. (“AGM & M”). It was agreed that AGM & M would be incorporated as a 501(c)(8) organization as soon as it was possible to do so responsibly and sustainably. The parties also decided that the Assembly offices would not be housed within any portion of the museum complex, in part to keep the museum independent from any advocacy organization and in part because it was thought that there would not be adequate space in the complex for the Assembly. To ensure that the Assembly would get sufficient credit for launching the museum (and to combat the perception that the Assembly was abandoning the project), Cafesjian and Hovnanian agreed to channel their contributions through the Assembly. In August 2002, the planning committee met and discussed a revised draft grant agreement letter from CFF. Like the previous draft grant agreement sent in October 2001, it contained a reversion clause stating that if the three adjacent properties were not developed in accordance with a plan approved by the AGM & M (with the necessary approval of CFF), CFF would be entitled to a return of either those adjacent properties or the funds used to purchase them. There was some discussion at the meeting that such an open-ended reversion clause would not be appropriate. The museum project was facing significant cash flow problems over the course of 2002, and Cafesjian had agreed to advance funds necessary for work to be completed in that year. In October 2002, the museum planning committee convened a meeting in New York and engaged in an extensive discussion about the finances for the project. Hovnanian expressed his concern that they would be unable to raise enough money to fund a project with a $100 million budget, and he raised the possibility of phasing in the project, with later expansion tied to better economic circumstances. Others also expressed concerns about the operating deficit. Waters told the committee that Cafesjian was optimistic that the funds could be raised from the community and that, if necessary, Cafesjian was prepared to donate $50-75 million to ensure that the project was completed. According to one draft summary of the meeting, “[a]ll felt that G. Cafesjian’s commitment, characterized as a ‘safety net,’ alleviated the fiscal concerns.” DX-67 at 2. The planning committee members did reach some agreements about how best to move forward, but the committee remained focused on consensus-based decision-making. On January 22, 2003, CFF sent a revised draft grant letter to the Assembly for review. As with the previous drafts, the letter contained a reversion clause, but this time it contained a triggering date: if the three donated adjacent properties were not developed according to plans approved by AGM & M by December 31, 2008, then those properties (or the cash used to acquire them) would revert to CFF. The letter also provided that a new $500,000 promissory note would be issued to CFF by the Assembly to replace the previous one, and that the obligation may be transferred to AGM & M. The letter proposed that decisions of the AGM & M Board of Trustees be decided by an 80% affirmative vote. This draft letter was discussed at a meeting in Delray, Florida, where Hovnanian, Vartian, Kaloosdian, and Adalian were present. The Assembly Board of Trustees held another annual meeting in Boca Raton on March 1, 2003. By the time of this meeting, everyone agreed that AGM & M should be launched as an independent entity with a budget of around $100 million and a new building constructed on the Bank Building and the three adjacent properties to be donated by Cafesjian. It was also agreed that ANI would retain its status as an independent 501(c)(3) organization, but that it would become a subsidiary of the new museum entity. D. Final Negotiation of the Grant Agreements and the Creation of AGM&M It took seven months following the March 2003 meeting to finalize the agreements and governing documents that would create AGM & M. One reason for the delay was the acquisition of the fourth adjacent property, the Families U.S.A. building. Through TomKat, Cafesjian entered into a purchase agreement to buy the property for $6.5 million on September 22, 2003. The closing date was scheduled for October 30, 2003. The draft grant agreement from Cafesjian continued to be discussed and negotiated. Because Cafesjian had agreed to channel his donations to AGM & M through the Assembly, it was decided that Cafesjian would enter a grant agreement with the Assembly (hereinafter, the “Grant Agreement”), and the Assembly would transfer all of the museum-related assets and obligations to AGM & M in a separate agreement, to be known as the “Transfer Agreement.” The law firm of Caplin & Drysdale was hired to draft the Transfer Agreement as well as the organic documents for AGM & M, including the Articles of Incorporation, the By-Laws, and a Unanimous Written Consent agreement signed by all of the initial trustees of AGM & M. The record shows that the language in the Grant Agreement was reviewed by most of the major figures involved in AGM & M during the months leading up to its execution on November 1, 2003. On October 13, 2003, Waters emailed an updated draft of the Grant Agreement, which included the donation of the Families U.S.A. building, for review. The revised draft also included a new trigger date of December 31, 2010 for the reversion clause; it was felt that seven years was a reasonable timeline for the completion of the project. The reversion clause was also expanded to cover the Bank Building in addition to the four Adjacent Properties. Because the Families U.S.A. building transaction was scheduled to close on October 30, Waters urged everyone to act expeditiously so that title to the building could be transferred directly to AGM & M, eliminating the need to transfer the property from TomKat to AGM & M and saving hundreds of thousands of dollars in transfer and recordation fees. On October 28, 2003, a conference call was held with, inter alia, Hovnanian, Cafesjian, Kaloosdian, Waters, and Vartian to discuss the four key documents: the Grant Agreement, the Articles of Incorporation for AGM & M, the AGM & M By-Laws, and the Unanimous Written Consent agreement. During this meeting, Kaloosdian suggested that the language in the reversion clause in the Grant Agreement be clarified so as to avoid ambiguity about when the right of reversion might be triggered. The final language of these documents was approved shortly after this conference call. The Court noted in its prior Memorandum Opinion that several individuals involved in these discussions, including Kaloosdian and Hovnanian, had a convenient lack of memory with respect to what transpired. Therefore, the Court relied heavily on documents that were submitted as exhibits to determine the events in question. The Court also noted that it appeared as if these individuals did not take the time to fully understand the terms and conditions of the agreements. Any claim that these individuals had certain intentions with regard to these documents is disingenuous and belied by the language of the documents themselves. The Articles of Incorporation for AGM & M were signed on October 29, 2003, and AGM & M officially became incorporated as a nonprofit corporation in the District of Columbia. The Articles of Incorporation and the By-Laws for AGM & M were ratified and adopted, respectively, pursuant to the Unanimous Written Consent agreement, which was executed on October 30, 2003. The Grant Agreement and Transfer Agreement were signed on November 1, 2003 during an Assembly gala in Palm Desert, California. Because the content of these documents is critically important to disputed issues in this litigation, the Court shall review each of these documents in some detail. 1. The Grant Agreement The Grant Agreement was signed by Cafesjian on behalf of himself and CFF and by Hovnanian and Peter Vosbikian on behalf of the Assembly. See DX-2 (hereinafter, “Grant Agreement”). The eleven-page document sets forth the terms and conditions 'of the grants made by Cafesjian and CFF to the Assembly for the museum project and obligates the Assembly to comply with those terms and conditions. Pursuant to the Grant Agreement, Cafesjian and/or CFF (jointly defined as the “Grantor”) agreed to donate $10.3 million for the purchase of the Adjacent Properties from TomKat and any related transaction costs. In addition, Cafesjian and/or CFF agreed to make the annual $150,000 payments under the installment agreement for 1340 G Street and the final balloon payment of $1.5 million due in March 2011. See Grant Agreement §§ 2(D)-(E). The amounts paid under the Grant Agreement were calculated based on the purchase price paid by TomKat for the Adjacent Properties, plus the holding costs paid by TomKat pending transfer minus any rents earned during this period, plus the legal costs associated with the transfer. For purposes of this litigation, the most critical feature of the Grant Agreement is the reversion clause. Under § 3.1 of the Grant Agreement, the “Grant Property”— defined as the Bank Building and the Adjacent Properties — “may only be used as part of the AGM & M,[] subject to plans for the AGM & M approved by the Board of Trustees of the American Genocide Museum & Memorial, Inc. (the ‘Plans’).... ” Grant Agreement § 3.1(A). The next section reads as follows: If the Grant Property is not developed prior to December -31, 2010 in accordance with the Plans, or if the Grant Property is not developed in substantial compliance with the Plans including with respect to the deadlines for completion of the construction, renovation, installation and other phases detailed in the Plans, then: (i) in the event any portion of the Grants has not been funded, this Agreement terminates; (ii) to the degree any portion of the Grants has been funded, at the Grantor’s sole discretion, the Assembly shall return to the Grantor the Grant funds or transfer to the Grantor the Grant Property. Id. § 3.1(B). The phrase “Grant funds” as referenced in the reversion clause includes both the initial grant of $4 million that was used to acquire the Bank Building as well as the $12.85 million pledged to acquire the Adjacent Properties. Cafesjian testified that the purpose of the reversion clause was to provide an incentive to complete the museum expeditiously, so that it might be built before Cafesjian died. Waters testified that the reversion clause was most likely his idea; he explained that CFF often inserted reversion clauses into its grant agreements. Section 3.3 of the Grant Agreement requires the Assembly to use the “Grant funds only for purposes described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.” Id. § 3.3. The Grant Agreement provides that the Assembly shall make available a space for a memorial to be named the “Gerard L. Cafesjian Memorial” or another name approved by CFF, which shall be operated and maintained in perpetuity by the Assembly at its own cost. Grant Agreement § 3.2. The Grant Agreement also provides that neither CFF nor Cafesjian have any obligation to provide additional funding to the Assembly or to AGM & M. Id. § 3.8. The Grant Agreement also contains a breach clause: (A) If the Assembly fails to use the Grants solely for the purposes set out in this Agreement or if the Assembly fails to satisfy any of the conditions of this Agreement, Grant- or is released from any remaining obligation under this Agreement to provide funds or property to the Assembly. (B) If the Assembly uses any portion of the Grants either for a purpose other than those set out in this Agreement or for a purpose other than those described in Section 501(c)(3) of the [Internal Revenue] Code, as amended, the Assembly shall repay the portion of the Grants so spent to Grantor, plus interest. (C) The remedies set out in this Section 3.9 are in addition to any other remedies that may be available to the Grantor at law or equity. Grant Agreement § 3.9. The Grant Agreement also required the Assembly to enter into a Transfer Agreement with AGM & M to transfer all of its interest in all cash, pledges, property, and other assets being held by the Assembly for the museum project. Id. § 5.3(A). The Transfer Agreement would obligate AGM & M to honor all existing donor requirements at the time of transfer and to assume all obligations in the Grant Agreement relating to the Memorial. Id. § 5.3(B)-(C). The Grant Agreement also provided that the Assembly would assign its right to appoint the Trustees of the Armenian National Institute to AGM & M. Id. § 5.5. 2.The Transfer Agreement The Transfer Agreement was executed on November 1, 2003 by the Assembly and the newly-incorporated AGM & M. See PX-114 (hereinafter, the “Transfer Agreement”). The Transfer Agreement requires the Assembly to contribute to AGM & M “all of its rights, title and interest in and to all cash, pledges, real property, tangible property, intangible property, and other assets contributed to the [Assembly] and/or held by the [Assembly] for the development, renovation, and construction of the AGM & M.” Id. § 1.1. The approximate aggregate value of the grant was listed as $27.8 million, including $7.25 million in property, over $19 million in pledges, and approximately $670,000 in cash and other assets. Id. § 1.1(C). Pursuant to § 1.2 of the Transfer Agreement, “AGM & M, Inc. must honor all of the [Assembly]’s donor requirements existing at time of transfer, or in the alternative, obtain donor consent to the transfer and any modification of donor terms.” Transfer Agreement § 1.2(A). The agreement also explicitly requires AGM & M to comply with the obligation to construct a memorial as set out in the Grant Agreement. Id. § 1.2(B). The Transfer Agreement also requires AGM & M to use the funds and property transferred “solely to develop, construct and operate” the Armenian Genocide Museum & Memorial. Id. § 1.3. The agreement also contains an arbitration clause. See Transfer Agreement § 5.3. However, as the Court noted in its prior Memorandum Opinion, none of the parties is presently seeking to enforce that arbitration clause. 3. The AGM & M Articles of Incorporation The Articles of Incorporation for AGM & M were executed on October 29, 2003. See PX121. The Articles provide that AGM & M is a nonprofit corporation organized for charitable purposes within the meaning of § 501(c)(3) of the Internal Revenue Code. Id., Art. IV(A). The purpose of the corporation is defined as, inter alia, “to own, operate, and maintain a permanent museum and memorial to the victims and survivors of the Armenian Genocide.” Id. The Articles provide that AGM & M has no members and that the board of directors for the corporation shall be referred to as the Board of Trustees. See id., Arts. V-VI. The manner of election or appointment to the Board of Trustees is to be set forth in the By-Laws of the corporation. Id., Art. VI. The Board of Trustees must have at least three trustees at all times, and the initial trustees are defined to be Gerard L. Cafesjian, Hirair Hovnanian, Anoush Mathevosian, and Robert Kaloosdian. Id., Art. IX. The Articles also provide that “[n]o part of the net earnings of the Corporation shall inure to the benefit of or be distributed to any trustee, employee or other individual, partnership, estate, trust or corporation having a personal or private interest in the Corporation.” Id., Art. IV(C). 4. The AGM & M By-Laws The By-Laws of AGM & M set out rules that govern the operation of the Board of Trustees. See PX-122 (hereinafter, “ByLaws”). The By-Laws provide that the term of office of each of the initial trustees (i.e., Cafesjian, Mathevosian, Hovnanian, and Kaloosdian) “shall be perpetual.” ByLaws § 2.4. Each donor that elected an initial trustee (CFF, Mathevosian, Hovnanian, and the Assembly) is entitled to appoint a successor trustee in the event that the initial trustee is unable to serve for any reason. Id. Additional trustees may be elected to the Board of Trustees by making a contribution of $5 million to AGM & M, provided that the Board of Trustees has accepted the contribution by an 80% affirmative vote and the donor has appointed a successor. Id. § 2.5. Each donor (including initial donors) is entitled to one vote on the Board of Trustees for each $5 million contributed. Id. §§ 2.4-2.5. The By-Laws prohibit AGM & M from engaging in any activities or conduct that would not be permitted to a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. See By-Laws § 3.3. Similarly, the By-Laws provide that “[n]o part of the net earnings shall inure to the benefit of, or be distributable to, the Trustees, officers or others except that the Trustees shall be authorized and empowered, if they so elect, to pay to Trustees, officers or others reasonable compensation for service rendered and to make payments and distribution in furtherance of the purposes set forth in these By-Laws.” Id. Pursuant to § 4.1 of the By-Laws, Unless otherwise prohibited by law or sections 4.3 and 4.4 of these By-Laws, the Corporation shall indemnify any Trustee or officer of the Corporation, any former Trustee or officer of the Corporation, or any person who may have served at its request as a trustee, director or officer of another corporation or entity, whether for profit or not for profit, and may, by resolution of the Board of Trustees, indemnify any employee or agent of the Corporation against any and all expenses and liabilities actually and necessarily incurred by him or her or imposed on him or her in connection with any claim, action, suit or proceeding (whether actual or threatened, civil, criminal, administrative or investigative, including appeals) in which he or she is or may be made a party by reason of having been such Trustee, officer, person, employee or agent, subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he or she shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own negligence or misconduct in the performance of a duty to the Corporation. The By-Laws provide that indemnification shall include, but not be limited to, counsel fees and other costs. Section 4.3 of the By-Laws provides that if AGM & M is ever deemed a private foundation within the meaning of Section 509 of the Internal Revenue Code, no indemnification shall be paid if such payment would constitute an act of self-dealing or a taxable expenditure as defined in Sections 4941(d) or 4945(d) of the Internal Revenue Code, respectively. Id. § 4.3. 5. The Unanimous Written Consent Agreement On October 30, 2003, each of the four initial trustees of AGM & M signed a document titled Unanimous Written Consent in Lieu of the Organization Meeting of the Board of Trustees of AGM & M. See DX-1 (hereinafter, “UWC”). By unanimous written consent, the Board of Trustees adopted a series of resolutions. First, the actions of the incorporators were ratified and the By-Laws were approved. Second, the initial donors (and their appointed trustees) were recognized to be CFF (Cafesjian), Hirair Hovnanian (himself), Anoush Mathevosian (herself), and the Assembly (Kaloosdian). Cafesjian was appointed Chairman and President, Hovnanian was appointed Vice Chairman, and John Waters was appointed Secretary and Treasurer. Through the Unanimous Written Consent agreement, the AGM & M Board of Trustees authorized the officers to pay all of the organizational expenses of the corporation. The actions of the Chairman (Cafesjian) and the Secretary/Treasurer (Waters) in negotiating the purchase of the Adjacent Properties were ratified and approved, and the Secretary/Treasurer was authorized “to enter into and execute any and all documents necessary to effect the purchase” of the Adjacent Properties and “to take such other action as deemed necessary or desired to effect such transactions.” UWC at 3. The AGM & M Board also approved and ratified the negotiation of grant agreements with donors and the Assembly, and the Secretary/Treasurer was authorized to negotiate further grant agreements with donors. The Board also accepted from the Assembly its power to appoint trustees for the Armenian National Institute. E. Efforts to Develop An Armenian Genocide Museum Through AGM &M The facts surrounding what happened after AGM & M was formally created were thoroughly discussed in the Court’s prior Memorandum Opinion and need not be repeated herein. The AGM & M Board of Trustees was unable to reach consensus on the proper size and scope of the project, and tensions between Cafesjian and Hovnanian increased over a series of disagreements about the museum project and other policies of the Assembly. By 2006, relations between the parties had completely broken down, prompting Cafesjian to propose that AGM & M be dissolved. Cafesjian ultimately resigned from the AGM & M Board of Trustees, designating Waters as his successor. After Cafesjian sued the Assembly for payment on the promissory note, the other AGM & M Trustees voted to exclude Waters from participation on all matters relating to the museum project. This resulted in a series of lawsuits filed by the parties fighting for control of AGM & M and alleging mismanagement of the corporation. The three other AGM & M trustees attempted to move forward with the project without Waters’s involvement, but they were unable to raise the funds necessary to implement a development plan. Accordingly, the museum was not developed by December 31, 2010, thus triggering the reversion clause in the Grant Agreement. II. DISCUSSION A. Findings of Fact and Conclusions of Law Regarding CFF’s Obligation to Reimburse AGM & M for the Value of Properties that Revert Under the Grant Agreement The Court ruled in its prior Memorandum Opinion that the reversion clause in the Grant Agreement was valid and enforceable and that CFF and Cafesjian may exercise their rights under that clause effective December 31, 2010. Cafesjian informed the Court that only CFF will exercise its rights under the reversion clause and that CFF will elect to have the properties transferred in lieu of the grant funds. The Court indicated, however, that Plaintiffs had raised questions about whether returning the properties to CFF violates the rule — stated in the AGM & M By-Laws and Articles of Incorporation— that no part of AGM & M’s net earnings shall inure to the benefit of any trustee. The Court asked the parties to address in further briefing whether it would be inequitable to enforce the reversion clause without requiring CFF to reimburse AGM & M for any potential increased value over the amount of funds originally donated by CFF or Cafesjian, and to address whether it was the original intent of the contracting parties that the reversion would be a nonprofit transaction. Through supplemental briefing, the parties have clarified their positions on these issues. Plaintiffs argue that the reversion clause in the Grant Agreement, when read in context with the other provisions of the Grant Agreement and the terms of the AGM & M By-Laws and Articles of Incorporation, should be construed as requiring that CFF not realize a profit from the reversion. Plaintiffs contend that CFF will profit from the reversion because the value of the properties being transferred exceeds the value of the donation that CFF and Cafesjian made as part of the Grant Agreement. Furthermore, Plaintiffs argue that a reversion without some form of reimbursement would violate federal tax laws applicable to nonprofit organizations under § 501(c)(3) of the Internal Revenue Code. Defendants, by contrast, claim that the language in the Grant Agreement is unambiguous and places no restrictions on the right of CFF to elect a reversion of the properties rather than the grant funds. They also dispute Plaintiffs’ claim that the reversion runs afoul of the tax laws. The Court shall address these arguments below. 1. The Grant Agreement Ultimately, the issue before the Court is a straightforward question of contract interpretation: does the Grant Agreement require CFF to reimburse AGM & M for the extent to which the value of the properties to be transferred exceeds the value of the grant funds donated to acquire them? The District of Columbia adheres to an “objective” law of contracts, meaning that “the written language embodying the terms of an agreement will govern the rights and liabilities of the parties [regardless] of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite undertaking, or unless there is fraud, duress, or mutual mistake.” Dyer v. Bilaal, 983 A.2d 349, 354-55 (D.C.2009) (citation omitted; brackets in original). “If the court finds that the contract has more than one reasonable interpretation and therefore is ambiguous, then the court — after admitting probative extrinsic evidence — must determine what a reasonable person in the position of the parties would have thought the disputed language meant.” Tillery v. D.C. Contract Appeals Bd., 912 A.2d 1169, 1176 (D.C.2006) (quoting In re Bailey, 883 A.2d 106, 118 (D.C.2005)). “Ambiguity exists only if the court determines that the proper interpretation of the contract cannot be derived from the contractual language exclusively, and requires consideration of evidence outside the contract itself.” Steele Foundations, Inc. v. Clark Constr. Grp., Inc., 937 A.2d 148, 153 (D.C.2007). “[C]ontracts are not rendered ambiguous by the mere fact that the parties do not agree upon their proper construction.” Id. In determining whether a contract is ambiguous, courts examine the document on its face and give the language its plain meaning. Tillery, 912 A.2d at 1176. The first step in interpreting a contract is to determine “what a reasonable person in the position of the parties would have thought the disputed language meant.” Steele Foundations, 937 A.2d at 154 (quoting Dodek v. CF 16 Corp., 537 A.2d 1086, 1092 (D.C.1988)). “The meaning must be ascertained in light of all the circumstances surrounding the parties at the time the contract was made,” and “[t]he writing must be interpreted as a whole, giving a reasonable, lawful, and effective meaning to all its terms.” 1010 Potomac Assocs. v. Grocery Mfrs. of Am., Inc., 485 A.2d 199, 205 (D.C.1984) (internal citations omitted). The language in the Grant Agreement is unambiguous: if the conditions triggering the reversion are met, “at the Grantor’s sole discretion, the Assembly shall return to the Grantor the Grant funds or transfer to the Grantor the Grant Property.” It is clear from this language that the Grantor (OFF and Cafesjian) may choose between a return of the funds donated and a transfer of the properties. There is no language in the reversion clause or anywhere else in the Grant Agreement that restricts the Grantor’s right to receive the Grant Property. The Court presumes that if the parties had intended to place any restrictions of the Grantor’s right to elect a transfer of the Grant Property, they would have memorialized that intent in the Grant Agreement itself, particularly in light of the fact that the Grant Agreement contains an integration clause. See Luther Williams, Jr., Inc. v. Johnson, 229 A.2d 163, 165 (D.C. 1967) (“[I]t has always been presumed that a written contract is the final repository of the agreement of the parties.... [A]n integration clause merely strengthens this presumption.”) (internal citation omitted). Plaintiffs argue that the two options in the reversion clause, “when read together and with the balance of the Grant Agreement, signify that the exercise of the reversion would be a nonprofit transaction.” See Pis.’ Br. Regarding Reimbursement at 3. However, that is not a natural construction of the plain language of the Grant Agreement. All parties knew at the time they entered into the agreement that the value of the Grant Property, which included the Bank Building and the Adjacent Properties, would be potentially much greater than the value of the Grant funds, which covered the purchase of the Adjacent Properties and only about half the cost of the Bank Building (the other half being covered by Anoush Mathevosian). Therefore, even at the outset, the Grant- or’s choice was not between two options that were equal in value. It is implausible that the parties would have intended the options to be equal seven years later on the reversion date of December 31, 2010, for this would effectively eliminate the Grantor’s right to elect the most valuable remedy. It is even more inconceivable that the parties would have intended for the transfer of the Grant Property to be a nonprofit transaction without specifying any provisions for determining the value of the Grant Property at the time of transfer. Valuing property in the absence of an arms-length market transaction is inherently uncertain, and the record at trial indicated that there were widely varying appraisals of the properties depending on whether they would be used to build a museum or sold to a commercial developer, with no definite valuation. See Trial Tr. (11/16 PM) at 85-87; DX-513N. Any valuation offered by the parties at this time would be speculative. Since the Court has determined that there are no “strings” attached to CFF’s use of the properties once transferred, how would the Court decide what method of valuation was appropriate to ensure that CFF did not realize a profit? Such uncertainty over how to implement a “nonprofit” transfer is a significant reason to assume that this was not what the parties intended. Plaintiffs argue that their interpretation of the options as equal in value is supported by the limiting phrase in the reversion clause: “to the degree any portion of the Grants has been funded....” They argue that this phrase must be read as limiting the Grantor’s right of reversion to the extent that the Grants have actually been funded, and they argue that Defendants’ construction “would allow the grantors to take back the entire grant properties even if they had not fulfilled their payment obligations under the pledge.” Pl.’s Br. Regarding Reimbursement at 7. But Plaintiffs overlook the fact that under the Grant Agreement, the Grant funds had to be used to purchase the Grant Property, meaning that if Cafesjian and CFF had not fulfilled their pledges, AGM & M would never have acquired all of the properties that now must be transferred. Therefore, there was never any risk that Cafesjian and CFF would receive a windfall, for example, by paying for the acquisition of only one of the Adjacent Properties and then receiving all four of them under the reversion clause. Ultimately, the Court is not persuaded that the phrase “to the degree any portion of the Grants has been funded” places any restriction on the Grantor’s right to elect a transfer of the Grant Property, particularly where the record demonstrates that Cafesjian and CFF have fulfilled their obligations under the Grant Agreement. Plaintiffs also argue that the requirement in § 3.3 of the Grant Agreement that the Grant funds be used “only for purposes described in Section 501(c)(3) of the Internal Revenue Code” supports their position. By its own terms, this provision acts as a limitation only on the use of the Grant funds; it says nothing about transferring the Grant Property. Even assuming that § 3.3 applied to the transfer of the Grant Property, the general language in § 3.3 cannot be fairly read to implicitly restrict the more specific language contained in the reversion clause. Therefore, the Court finds that § 3.3 does not impose any reimbursement requirement on the transfer of the Grant Property. Plaintiffs complain that without a reimbursement requirement, CFF will be allowed to retain the benefit of the appreciated value of the properties, Anoush Mathevosian’s $3.5 million donation, and more than seven years of carrying costs, taxes, and insurance that were paid for the properties, with the result being that AGM & M is stripped of nearly all its assets. Plaintiffs argue that the parties could not have intended such an inequitable result. But this was a foreseeable consequence at the time the parties entered into the agreement. The reversion clause in the Grant Agreement was intended to create a meaningful incentive for the parties to substantially complete the museum project by December 31, 2010. Since the parties failed to reach that milestone, Plaintiffs must live with the consequences of their bargained-for agreement. The Court cannot reform the plain terms of the Grant Agreement simply because Plaintiffs belatedly realized how dire those consequences would be. 2. The AGM & M By-Laws and Articles of Incorporation Plaintiffs argue that the Court should look beyond the four corners of the Grant Agreement to the AGM & M ByLaws and Articles of Incorporation in determining the meaning of the reversion clause. However, the Court has no occasion to search beyond the text of the Grant Agreement because the terms of the reversion clause are clear and unambiguous. See 1010 Potomac Assocs., 485 A.2d at 205 (“Extrinsic evidence of the parties’ subjective intent may be resorted to only if the document is ambiguous.”). Although the Court may consider these documents as part of the circumstances surrounding the formation of the Grant Agreement, see id., the execution of these documents does not alter the Court’s interpretation of the Grant Agreement. Plaintiffs contend that the adoption of the AGM & M Articles of Incorporation and By-Laws around the same time as the Grant Agreement and Transfer Agreement demonstrates that the parties intended for the private inurement restrictions contained in the ByLaws and the Articles to apply to thS Grant Agreement. Again, however, the specific and direct language in the reversion clause is the best evidence of the parties’ intent. The Court is not persuaded that the parties would have intended to restrict the Grantor’s reversion rights through more general language contained in entirely separate documents. See Washington Automotive Co. v. 1828 L Street Assocs., 906 A.2d 869, 880 (D.C. 2006) (“[It is] a familiar principle of contract interpretation[ ] that ‘specific terms and exact terms are given greater weight than general language.’ ”) (quoting Restatement (Second) of Contracts § 203(c) (1981)). The lack of any explicit restriction on the transfer in the Grant Agreement strongly suggests that the parties did not intend to subject the transfer to any private inurement regulations. Plaintiffs argue that the Court should not construe the reversion clause in a manner that could result in adverse tax consequences for AGM & M, suggesting that the parties would not have intended such a result. However, there is no reason to assume that the parties expected AGM & M to survive if the reversion clause was exercised; to the contrary, it is reasonable to assume that the parties expected the reversion of either the Grant funds or the Grant Property to be the death knell for the organization. The parties in this litigation created AGM & M for the express purpose of creating a museum and memorial devoted to the Armenian Genocide on the site of the Bank Building and the Adjacent Properties. Without those properties, it is unclear how AGM & M could be expected to fulfill its mission and survive as an organization. Therefore, the Court is not persuaded that the parties intended to spare AGM & M from any adverse tax consequences that might result from the transfer of the Grant Property- Plaintiffs claim that construing the reversion clause as requiring no reimbursement for appreciated value would create “a vehicle for tax fraud” because it would allow wealthy donors to put cash into a charity for the acquisition of real estate, wait for the value of that real estate to increase over time, and then seek the return of the appreciated real estate pursuant to some unmet condition, thereby gaining the appreciated property without any consequence. See Pis.’ Br. Regarding Reimbursement at 7. It is unclear why Plaintiffs believe there would be no tax consequences to the donor in this hypothetical, and Plaintiffs cite no authority to explain their theory of this “vehicle for tax fraud.” In any event, the collection and recovery of federal taxes is the sole responsibility of the United States government; Plaintiffs cannot compel Defendants to comply with the tax code through this litigation. See 26 U.S.C. § 7401 (“No civil action for the collection or recovery of taxes, or of any fíne, penalty, or forfeiture, shall be commenced unless the Secretary [of the Treasury] authorizes or sanctions the proceedings and the Attorney General or his delegate directs that the action be commenced.”). Furthermore, the Court has no power to change the terms of the Grant Agreement merely because enforcing the reversion clause can be expected to have adverse tax consequences for the parties. 3. Tax Regulations Prohibiting Private Benefit Plaintiffs have presented the Court with a rather complicated set of arguments as to why they believe that allowing CFF to profit from the transfer of the Grant Property will violate federal tax laws pertaining to tax-exempt organizations. As the Court has explained, these arguments are essentially irrelevant because the Grant Agreement clearly and unambiguously requires AGM & M to transfer the properties without regard to the tax consequences of the transfer. In any event, the Court is not persuaded that the transfer of the properties to CFF violates the tax laws as Plaintiffs claim. Plaintiffs’ central argument is that by transferring the Grant Property to CFF, AGM & M will be violating regulations that require § 501(c)(3) organizations to be operated exclusively for tax-exempt purposes. Pursuant to 26 C.F.R. § 1.501 (c)(3) — 1 (c)(2), “[a]n organization is not operated exclusively for one or more exempt purposes if its net earnings inure in whole or in part to the benefit of private shareholders or individuals.” A private shareholder or individual is defined as a person having a personal and private interest in the activities of the organization. 26 C.F.R. § 1.501(a)-l(c). The purpose of the inurement provision is “to prevent the siphoning of charitable receipts to insiders of the charity.” United Cancer Council, Inc. v. Comm’r, 165 F.3d 1173, 1176 (7th Cir.1999); see also I.R.S. Priv. Ltr. Rul. 201047033 (Nov. 3, 2010) (“Inurement is any transfer of charitable assets to the organization’s insiders for which the organization does not receive adequate consideration. Inurement can take many forms.”). Defendants argue that there can be no violation of the inurement provision because the property is being transferred to CFF, another 501(c)(3) organization which is neither a shareholder of AGM & M nor a private individual. Because CFF itself must operate exclusively for tax-exempt purposes, Defendants argue that there will be no “private” benefit from the transfer of property that would frustrate the purposes of § 501(c)(3). Plaintiffs do not directly respond to this argument in their briefing, and they have cited no cases in which it was determined that a 501(c)(3) organization was a private shareholder or individual for purposes of the inurement provision. In fact, Plaintiffs’ counsel essentially conceded the point during a Status Hearing on February 24, 2011, noting that “by designating the actual acquiring entity as CFF, that ... avoids some of the limitations in the private inurement law.” 2/24/11 Hr’g Tr. at 16. Accordingly, the Court is not persuaded that the transfer of the properties to CFF will violate the prohibition on private inurement as stated in the federal tax laws and incorporated into the By-Laws and Articles of Incorporation of AGM & M. Moreover, based on a review of the substance of the transaction as a whole, the Court is not persuaded that the transfer of the property under the Grant Agreement qualifies as private inurement. Contrary to Plaintiffs’ characterization, this is not a case where a wealthy donor gave money to an organization to buy property and then the corporation gave the property back to the donor after it had substantially appreciated. This is a case where a donor made a conditional gift of funds to be used for a specific purpose, and after AGM & M was unable to fulfill the required conditions, it was compelled to allow the donor to recover the properties acquired with the gifted funds. Defendants rely heavily on Underwood v. United States, 461 F.Supp. 1382 (N.D.Tex.1978), which also involved the return of a conditional gift. In Underwood, the plaintiff had agreed to donate $1 million to the Southern Methodist University School of Law through a charitable foundation with the understanding that all of his donations would be deductible for federal income tax purposes. See id. at 1384. After the IRS disallowed some of Underwood’s deductions to the charitable foundation, Underwood reached an agreement with the foundation to return his donations so that he could give the money directly to the law school. Id. at 1385. The IRS determined that the return of funds from the foundation amounted to self-dealing in violation of 26 U.S.C. § 4941, which imposes a tax on any act of self-dealing between a private foundation and any “disqualified person” such as a substantial contributor to the foundation. See 26 U.S.C. §§ 4941, 4946(a)(1). However, the Underwood court held that the return of funds by the foundation was not an act of self-dealing because it was simply the return of a conditional gift. 461 F.Supp. at 1389. Underwood is distinguishable from this case, primarily because the donor in that case received an exact refund of the amount he had donated. By contrast, CFF is going to receive properties that were purchased for $3.5 million more than CFF and Cafesjian donated to acquire them (the amount of Mathevosian’s contribution) and that may or may not have appreciated in value since then. Therefore, it could be argued that CFF will “profit” from the transfer of the properties. However, pecuniary gain does not automatically equate to inurement; the question is whether the profit is reasonable in light of the benefits to AGM & M. Cf. Church By Mail, Inc. v. Comm’r, 765 F.2d 1387, 1392-93 (9th Cir.1985) (noting that payment of excessive salaries to employees may constitute inurement to the benefit of a private person). The circumstances surrounding the Grant Agreement and the formation of AGM & M demonstrate that the reversion clause was an essential part of the bargain that enabled AGM & M to obtain the funds necessary to acquire the properties. Cafesjian and CFF were unwilling to donate additional millions of dollars to the genocide museum and memorial project unless they could be reasonably assured that the project would be substantially completed in a timely manner. Therefore, they demanded a reversion clause that would enable them to get control of the properties in case AGM & M was unsuccessful. This was not a sham transaction for AGM & M to shelter assets for Cafesjian and CFF; it was an agreement that gave AGM & M a financial incentive to be successful with the money donated by Cafesjian and CFF. The Court has already found that Cafesjian and the CFF-designated trustees of AGM & M acted in good faith to try to develop the genocide museum and memorial before the reversion date of December 31, 2010. In that regard, it is unfair and without support to characterize the Grant Agreement as an act of self-dealing or to state that AGM & M was operating for the private benefit of Cafesjian or CFF. 4. Implementing the Transfer For all of the aforementioned reasons, the Court finds that the Grant Agreement clearly and unambiguously requires AGM & M to transfer the Grant Property to CFF without regard to any tax consequences that flow therefrom. To date, AGM & M has failed to transfer the Grant Property, citing conc