                       NOTE: This disposition is nonprecedential.


United States Court of Appeals for the Federal Circuit


                                       2007-5110


                                     INVERSA, S.A.,

                                           and

        ASSEMBLY OF CO-OWNERS OF TORRE MIRAMAR CONDOMINIUM,

                                                      Plaintiffs-Appellants,


                                            v.


                                   UNITED STATES,

                                                      Defendant-Appellee.


        Jason A. Levine, McDermott Will & Emery LLP, of Washington, DC, argued for
plaintiffs-appellants. Of counsel was Matthew M. Leland.

       Roger A. Hipp, Trial Attorney, Commercial Litigation Branch, Civil Division, United
States Department of Justice, of Washington, DC, argued for defendant-appellee. On the
brief were Peter D. Keisler, Assistant Attorney General, Jeanne E. Davidson, Director,
Deborah A. Bynum, Assistant Director, and Brian S. Smith, Attorney.

Appealed from: United States Court of Federal Claims

Judge Lawrence M. Baskir
                      NOTE: This disposition is nonprecedential.

 United States Court of Appeals for the Federal Circuit

                                      2007-5110


                                   INVERSA, S.A.

                                         and

          ASSEMBLY OF CO-OWNERS OF TORRE MIRAMAR CONDOMINIUM,

                                                        Plaintiffs-Appellants,

                                          v.


                                  UNITED STATES,

                                                         Defendant-Appellee.


                          __________________________

                          DECIDED: December 20, 2007
                          __________________________


Before SCHALL, Circuit Judge, PLAGER, Senior Circuit Judge, and MORAN, District
Judge. ∗

MORAN, District Judge.


                                      DECISION

      Inversa, S.A. and the Assembly of Co-owners of the Torre Miramar

Condominium appeal the final decision of the United States Court of Federal Claims

granting partial summary judgment in favor of the United States and dismissing Count II

      ∗
              Honorable James B. Moran, Senior District Judge, United States District
Court for the Northern District of Illinois, sitting by designation.
of appellants’ complaint. Inversa, S.A. v. United States, No. 01-CV-220 (Fed. Cl. Sept.

13, 2005). We affirm.

                                     DISCUSSION

                                           I.

       Appellants and the United States Department of State, Office of Foreign

Buildings Operations (FBO) had contracted for the lease of several floors of the Torre

Miramar Condominium for use as an embassy. A dispute arose regarding the amount

of rent to be paid and appellants sued.         The parties entered into a Settlement

Agreement that required the execution of a new lease and included the following

provision:

       6. Occupancy and Enhancement Project. As of April 9, 1990, FBO was
       occupying 366.42 square meters of the ground floor and all rentable areas
       of floors one through four and six. As of the date of the execution of the
       Memorandum of Negotiations, FBO took possession of the remaining
       areas as provided in the permanent lease and began installation of
       security and safety enhancements to the building. FBO has budgeted and
       shall expend during the initial term of the permanent lease of the security
       and safety enhancements an amount in excess of $2,000,000.

Interpretation of the Settlement Agreement was to be in accordance with Panamanian

law.

       During the tenure of its lease, the United States made numerous security and

safety modifications to the building, expending more than $3.3 million dollars in the

process. The United States vacated the building in 2004, leaving all of the modifications

in place. Appellants filed suit claiming, among other things, that the United States was

in breach of ¶ 6 of the Settlement Agreement because it did not expend in excess of $2

million for security and safety enhancements. Appellants asserted that even though the

United States spent more than $3.3 million in security and safety modifications, these



2007-5110                                  2
modifications did not constitute “enhancements” under the terms of the Settlement

Agreement because they did not increase the value of the building for the benefit of the

owners. The Court of Federal Claims disagreed, holding that nothing in the Settlement

Agreement required that, in order to qualify as “security and safety enhancements,”

modifications must increase the value of the building.

                                            II.

         Under Panamanian law, where contract terms are clear, they shall be literally

construed. Both parties agree that the term “security and safety enhancements” is not

ambiguous. Appellants proffer a number of experts in Panamanian law and several

dictionaries which purport to define “enhancement” as something that “adds value.”

Appellants then conclude that in order to constitute “enhancements” the modifications

had to add monetary value to the building. We disagree. We agree that “enhancement”

is generally defined as something that “adds value”; however, we do not follow

appellants’ leap that “value” necessarily implies monetary worth.       Here, the word

“enhancement” is modified by the words “security and safety.” Our literal interpretation

leads us to conclude that the “value” added by the “enhancements” is to the “security

and safety” of the building, not to its monetary worth. While the enhancements may

indeed affect the building’s worth, such is not the purpose of ¶ 6 of the Settlement

Agreement.

         Appellants argue that the term must be read in the context of the purpose behind

the Settlement Agreement, which was to settle a dispute over consideration for the

lease.    Appellants imply that a definition that permits all modifications to qualify as

enhancements, regardless of their effect on the value of the building, would run afoul of




2007-5110                                    3
the parties’ intent at the time of contracting, because the $2 million requirement was

partial consideration for the lease.

       Nothing in the terms of the Settlement Agreement supports appellants’ argument.

While ¶ 6 could be construed as additional consideration for a lowered rent payment, it

could just as easily be construed (as the United States argued) as some assurance that

the United States would not withdraw from the long-term lease prematurely, even

though the lease permitted it to do so with six months notice.

       The term “security and safety enhancements” is clear on its face and we hold

that it includes all modifications to the building that enhance its security and safety.

Since the parties do not dispute that the United States expended in excess of $3.3

million for such modifications, it was not in breach of the Settlement Agreement as a

matter of law. The decision of the Court of Federal Claims is affirmed.




2007-5110                                   4
