Republic Metropolitan v. City of Santa Clara CA6

I. BACKGROUND

In the operative first amended complaint, ReMet alleged the following: ReMet proposed to develop two adjacent plots of land, owned by the City and the Valley Transportation Authority (VTA) respectively, for high-density housing and other amenities near a train station and a university. ReMet’s proposed development “promised to generate nearly $1 billion in economic benefits.” ReMet began exploring the project in 2016. In 2017, ReMet initiated negotiations with the City and VTA concerning the exclusivity agreement. The parties entered the exclusivity agreement in February 2018. The exclusivity agreement required “ ‘Good Faith Negotiations’ ” for 12 months, renewable for up to six months. The City and VTA were prohibited from negotiating with any entity other than ReMet regarding development of the property during the negotiating period. In exchange, ReMet deposited $50,000, advanced the project, and made regular reports. The exclusivity agreement did “not obligate the Parties to enter into . . . any further agreement.” To exercise the initial six-month extension, ReMet needed to submit a written request with a schedule of tasks to be accomplished in the extended…