Present: All the Justices 

RICHMOND, FREDERICKSBURG 

& POTOMAC RAILROAD 

COMPANY, ET AL. 

OPINION BY JUSTICE A. CHRISTIAN COMPTON 

v. Record No. 950799 March 1, 1996 

METROPOLITAN WASHINGTON 

AIRPORTS AUTHORITY 

FROM THE CIRCUIT COURT OF ARLINGTON COUNTY 

Paul F. Sheridan, Judge 

 In this inverse condemnation case, a landowner seeks a 

determination in a declaratory judgment proceeding under Code 

§ 8.01-187 that its private property has been taken or damaged 

for public use without just compensation, within the meaning of 

Article I, Section 11 of the Constitution of Virginia. 

 Appellants Richmond, Fredericksburg & Potomac Railroad 

Company and RF&P Properties, Inc. (collectively RF&P), instituted 

this action as of July 1, 1992 against appellee Metropolitan 

Washington Airports Authority. The Authority, an interstate 

compact entity with the District of Columbia, was created in 1985 

to acquire Washington National Airport and Washington Dulles 

International Airport from the federal government and to operate 

the respective facilities. Acts 1985, ch. 598. The Authority 

has the power of eminent domain. Id. § 9. 

 The subject property is a tract of approximately 41 acres 

owned by RF&P in Arlington County. The land lies north of 

Crystal City and lies adjacent on the north northwest to National 

Airport. About 17 acres of the property lie in the "clear zone" 

of the Airport's Runway 15/33. 
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 A clear zone, also called a "runway protection zone," is an 

area at ground level in which the Federal Aviation Administration 

(FAA) prohibits any development that would attract a 

"congregation of people." The type of development prohibited in 

airport clear zones includes office buildings and shopping 

centers. The clear zone for this runway was designated by the 

FAA as an area at ground level in the shape of a trapezoid, 

beginning 200 feet from the end of the runway with a base width 

of 1,000 feet, extending out for 1,700 feet to an outer width of 

1,425 feet. 

 In an amended motion for judgment, RF&P alleged that the 

Authority, in order to qualify for grant funds under certain 

federal statutes, was required to give assurances to the FAA that 

it would obtain either a fee interest "or a strict land use and 

avigation easement" over National Airport's clear zone. The RF&P 

alleged that because National Airport was federally owned and 

operated until 1987, when the Authority began the Airport's 

operation, it had no occasion before that time to participate in 

the various federal grant programs, and thus was not bound to 

"enforce" the FAA's clear zone policy. The RF&P alleged that 

after the Authority assumed operating control over the Airport, 

the Authority became obligated to "implement" the FAA's clear 

zone policy in order to be eligible for federal funding. 

 The RF&P further alleged that the subject property is zoned 

by the County for industrial development, designated M-1 and M-2. 
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 It asserted that the property's highest and best use is for 

operation of commercial office buildings, noting that Crystal 

City office space has a low vacancy rate because of its proximity 

to the Pentagon and downtown Washington, D.C. 

 The RF&P further alleged that it entered into a joint 

venture agreement in 1986 with the Charles E. Smith Companies to 

develop an office complex on the subject property. (References 

in this opinion to "RF&P" in connection with efforts to develop 

the property will include the Smith Companies.) In the 

beginning, ten office buildings were planned, as well as 

construction of above and below ground parking, sidewalks, 

driveways, and street lighting. 

 The RF&P further alleged that, beginning in October 1986, it 

commenced filing the appropriate documents with the FAA seeking a 

"no hazard determination," that is, a ruling that its building 

proposal did not constitute a hazard to air navigation. 

According to the allegations, the FAA conducted studies and found 

that a majority of the proposed buildings exceeded FAA height 

limitations. But the FAA said that even if the building heights 

were lowered, it would still object to the proposed development 

because it would introduce a congregation of people into the 

clear zone. 

 The RF&P also asserted that it submitted revised proposals 

to the FAA in July 1987, January 1988, and August 1988. In the 

final proposal, no occupied buildings were in the clear zone, 
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only a local access road, surface and underground parking, trees, 

and lights. Finally, RF&P asserted, the FAA issued a "no hazard 

determination" in September 1988 to expire in March 1990. 

 The RF&P also alleged that at the time it "was being 

pressured by the FAA to cancel its plans for development in the 

Clear Zone," another landowner began formulating its own plans 

for development in the immediate area. Vector-Schafran, a 

partnership, owned a one-acre parcel adjacent to the subject 

property; almost all of the one acre is within the clear zone. 

In September 1988, according to the allegations, after VectorSchafran submitted revised plans, the FAA issued a no hazard 

determination but said it discouraged development because a 

congregation of people would be introduced into the clear zone. 

 The RF&P further alleged that in mid-1988 the Authority "had 

resisted the FAA's pressure to force it to obtain property 

interests sufficient to control the Clear Zone." But, RF&P 

asserted, this resistance "began to erode in late 1988." The 

RF&P asserted the Authority then began to implement a plan for 

"massive redevelopment" of National Airport. Under the federal 

funding statutes, according to the allegations, the Authority was 

eligible to receive 75 per cent of the costs for certain aspects 

of the redevelopment from the FAA. Thus, RF&P alleged, the 

proposed developments by it and Vector-Schafran caused the FAA 

"to exert increasing pressure" on the Authority to acquire either 

fee interests or land and avigation easements in the clear zone. 
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 As a result, RF&P asserted, a conditional letter of intent 

was executed on September 30, 1989 between RF&P and the 

Authority. In the letter, according to the allegations, RF&P 

"promised to convey a strict use easement" to the Authority upon 

commencement of the development. The proposed easement, RF&P 

asserted, did not permit development in the clear zone, except 

for roadways, parking, street lighting and "infrastructure 

support." The letter provided that it would terminate if the 

RF&P determined not to proceed with the development. 

 Subsequently, RF&P alleged, the Authority applied for 

federal grant funds, giving "assurances" in grant agreements in 

1990, 1991, and 1992 that it would obtain land use and avigation 

easements over the clear zone portion of RF&P's property. 

 The RF&P further alleged that, after the FAA approved its 

revised plan in September 1988, RF&P attempted to make the 

development plan "economically viable." It alleged that because 

of the Authority's "obligation to prevent viable development in 

the Clear Zone," RF&P was not able to "implement" its plan. The 

September 1989 letter of intent "lapsed," RF&P alleged, when it 

determined that the development could not proceed and, at that 

time, "a date no later than November 1991," RF&P was returned to 

its "status immediately prior to the execution of the letter of 

intent." 

 Further, RF&P alleged, the Authority, through delay of 

initiation of condemnation proceedings, attempted to "drive down" 
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the value of the Vector-Schafran property. In 1992, RF&P 

asserted, the Authority condemned the property and took fee title 

to it. 

 Articulating its inverse condemnation claim in the amended 

motion for judgment, RF&P alleged that when the conditional 

letter of intent lapsed, the Authority "was obligated by 

applicable law either to negotiate just compensation with [the 

RF&P] or to determine just compensation through formal 

condemnation proceedings." Continuing, RF&P asserted that the 

Authority "has not negotiated such just compensation, has not 

initiated such condemnation proceedings, and has not returned its 

[federal] funding to the FAA." 

 The inverse condemnation action included a so-called 

"overflights" claim in addition to the claim that the Authority 

was "using" the subject property as a clear zone at ground level. 

 The RF&P alleged the Authority has taken RF&P's "airspace for 

its own use," asserting that "the frequency of flights" over 

RF&P's property "increased from 1989 to 1990" and that this use 

"has caused noise, vibrations, fumes, dust and fuel particulates 

emissions on the Property." 

 The RF&P alleged that the Authority's "actions" regarding 

the overflights and the use of the clear zone have resulted in a 

taking of the property in the clear zone. It also asserted that 

the taking occurred on or about October 20, 1989, or in the 

alternative, at such time as the Authority executed its first 
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grant agreement for federal funds for National Airport. Thus, 

RF&P sought a declaration that a taking had occurred on the date 

alleged, sought the appointment of commissioners to determine the 

compensation to which it is entitled, and sought an award of 

costs and attorney's fees. 

 Subsequently, the trial court overruled demurrers filed by 

the Authority to the amended motion for judgment. In a February 

1994 order memorializing that ruling, the court concluded that 

RF&P had made allegations sufficient to state "a takings and/or 

damage claim based on overflights of aircraft," and a "separate 

inverse condemnation claim based on [the Authority's] alleged 

actions with respect to the purported imposition of the `clear 

zone' allegedly causing damages and/or a taking" of the RF&P's 

property. 

 Later, the Authority filed a motion for partial summary 

judgment directed to the overflights claim. The Authority argued 

that the claim was barred by the three-year statute of 

limitations applicable to inverse condemnation actions. See

Prendergast v. Northern Virginia Regional Park Auth., 227 Va. 

190, 194-95, 313 S.E.2d 399, 402 (1984). The Authority asserted 

that RF&P, limited by the trial court to evidence of overflights 

already developed during discovery, was unable to establish that 

flights over the subject property had increased in frequency or 

changed in character during the three-year period prior to the 

date the action was instituted, that is, between July 1, 1989 and 
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July 1, 1992. 

 Following argument in November 1994, the trial court granted 

the motion. The court ruled that, "as a severable cause of 

action, the overflight issue is barred by the statute of 

limitations." The trial court indicated at the time of this 

ruling, however, that overflights evidence would probably be 

admissible on the "other alleged takings" claim. 

 Subsequently, following a six-day bench trial in which the 

testimony of 18 witnesses was presented and more than 100 

exhibits were considered, the trial judge asked the parties to 

submit proposed findings of fact and conclusions of law. After 

conducting a thorough review of the parties' proposals, the judge 

revised, deleted, and adopted language to articulate precisely 

the facts that he found from all the evidence adduced at trial. 

 The trial judge, in a 57-page document, ruled in favor of 

the Authority. He made 87 findings of fact, adopted 71 

conclusions of law (many of which also contain factual findings), 

and set forth a summary of his reasoning underlying the findings 

and conclusions. The court held that the Authority did nothing 

to take or damage RF&P's property. In an alternative holding, 

the court held that even if a taking or damage had been 

established, the clear-zone claim was time-barred. The trial 

court incorporated the document in a January 1995 order entering 

judgment for the Authority. The RF&P appeals. 

 Although some of the evidence was conflicting, RF&P 
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understandably does not challenge on appeal any of the trial 

court's detailed findings of fact. Indeed, on brief RF&P says, 

"None of the central facts in this case [is] in dispute." 

Therefore, applying settled appellate principles, we shall recite 

the evidence, and all reasonable inferences flowing from the 

evidence, in a light most favorable to the Authority which 

prevailed in the trial court. Additionally, we shall recite the 

voluminous evidence in summary fashion and in no more detail than 

is necessary to illuminate the questions of law presented. 

 In June 1986, when the RF&P and the Smith Companies agreed 

to explore development of the subject property, they knew about a 

planned consolidation of Navy Department offices in the area. 

The hope was that a development on the property could be offered 

in response to an expected Navy Solicitation for Offers (SFO). 

 During the period after the Authority was created and before 

the RF&P finally obtained a no hazard determination from the FAA, 

there was an ongoing debate between the Authority and the FAA 

whether the Authority was legally required, based on federal 

regulations, to acquire appropriate property interests in the 

Runway 15/33 clear zone as a condition for receipt of federal 

funding. William A. Whittle, manager of the FAA's Washington 

Airports District Office, was of opinion that the Authority was 

required to acquire such interests. The Authority's general 

manager took the position there was no such requirement. 

 After RF&P's July 1987 revised submission, when it had been 
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advised of the dimensions and location of the clear zone, RF&P 

volunteered to the FAA that it would grant an avigation easement 

to the Authority over a portion of the clear zone. An officer of 

the Smith Companies testified, "we felt that this was a political 

move for us to be making. That we could resolve the issues here 

by our willingness to give control to the Airports Authority." 

 Just prior to RF&P's third submission to the FAA, 

representatives of RF&P met with representatives of the Authority 

in November 1987 seeking formal support for the proposed 

development. The RF&P offered to grant the Authority an 

avigation easement over the clear zone in exchange for support, 

and the Authority agreed. When RF&P submitted its revised plan 

in January 1988, it formally proffered to the FAA its intent to 

grant an easement to the Authority over the entire clear zone. 

At the time, RF&P's counsel contended that the Authority was not 

legally obligated to acquire the clear zone as a condition for 

receipt of federal funding. 

 In February 1988, the FAA, in a "Current Issues Report," 

stated its intent to "pressure" the Authority to acquire 

interests in the clear zone. In a similar report issued two 

months later, the FAA reported that the Authority had not acceded 

to FAA pressure to acquire such interests. 

 In August 1988, the FAA sent RF&P a qualified no hazard 

letter stating that its most recent submission did not violate 

FAA height restrictions; it expressed opposition to the proposed 
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construction, however, because two buildings were still planned 

for the clear zone. In the letter, the FAA admitted, however, 

that it had no legal basis to prohibit the development because 

the Authority "does not have control of the area in question." 

 After receiving this qualified no hazard determination, RF&P 

decided it could not move forward with the development. 

Specifically, RF&P feared it would not be able to obtain zoning 

approval or a building permit from the County because of the 

FAA's reservations expressed in the August letter; it would not 

be able to obtain financing and insurance due to the FAA's 

reservations about proposed construction in the clear zone; and 

it might receive adverse publicity and suffer substantial harm to 

its reputation were it to ignore the FAA's admonition. 

 Later in August 1988, RF&P submitted another revised 

proposal. It called for construction of six buildings, all 

outside the clear zone. The revision included the same proffer 

to grant the avigation easement contained in the prior 

submission. Subsequently, the FAA issued an unqualified no 

hazard letter to RF&P approving the last submission. 

 On September 1, 1988, Vector-Schafran submitted to the FAA a 

notice of proposed construction for an office building on its 

one-acre parcel. In November 1988, the FAA notified VectorSchafran that its proposed building violated its clear zone 

policy. 

 During April and May 1989, the Authority supported the 
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RF&P's efforts to move forward with its development. Among other 

things, the Authority resisted the effort of the "National 

Capital Planning Commission" to adopt its own clear zone policy 

to include property beyond 1,900 feet from the end of Runway 

15/33. 

 Following negotiations during July, August, and September 

1989, the parties executed the conditional Letter of Intent to 

Grant Easement on September 30, 1989. The Authority agreed to 

acquire for $2,000 the avigation easement conditionally offered 

by the RF&P. The letter of intent was revocable at the will of 

RF&P and was expressly conditioned on RF&P's ability to obtain 

all necessary government approvals for development. Later, RF&P 

"terminated" the letter. 

 In October 1989, the Defense Department, Navy Department, 

and General Services Administration issued an SFO seeking three 

million square feet of office space to house consolidated Navy 

command offices in a single development. The RF&P recognized 

that the foregoing entities would not consider the subject 

property because so much of it was inside the clear zone, fixed 

by the Navy at 3,000 feet in length. 

 When RF&P recognized that the government was not interested 

in the subject property, it became concerned the Navy might leave 

existing office space that it was occupying in Crystal City and 

consolidate elsewhere, causing many other Crystal City tenants to 

leave as well. According to an officer of the Smith Companies, 
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"a great deal of vacated office space in the Crystal City area 

. . . would have meant that any venture into a new development 

would have been foolhardy." Therefore, RF&P abandoned its plans 

to proceed with the development of a speculative office complex 

on the subject property. 

 In March 1991, Hydrosystems, Inc., completed a report of 

investigation requested by RF&P relating to contamination of 

about six acres of the subject property (four of which are in the 

clear zone). The investigation, conducted in cooperation with 

the Virginia Department of Waste Management, revealed severe 

contamination in the soil and groundwater. 

 In April 1991, the Authority filed its petition to condemn 

the Vector-Schafran property which culminated in a purchase 

agreement to transfer the property to the Authority in December 

1992. 

 In October 1991, RF&P granted CSX Transportation, Inc., a 

permanent easement for use of a railroad corridor. Of the 17 

acres in the clear zone, five are within the corridor. The 

easement prohibits RF&P from building in the corridor. 

 The RF&P continues to earn substantial profits from 

commercial leases on the subject property. Over $600,000 annual 

net rental income was earned during the year before and during 

the year following the alleged taking. Also, the evidence shows 

that the clear zone property retains significant market value for 

uses that do not conflict with the FAA clear zone policy. If 
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only used for parking, the property is worth $400,000 to $450,000 

per acre. 

 There are other factors which affect the economic viability 

of development of the subject property. For example, the 

railroad corridor is further encumbered by a 1938 Indenture in 

favor of the United States which provides, in part, that 

ownership of the corridor will revert to the United States in the 

event the corridor is used for any purpose other than railroad 

operations. Also, approximately 5.5 acres of the subject 

property is leased to the Solite Corporation, which operates a 

concrete batching plant on the land. The lease does not expire 

until April 2000. The majority of the 5.5 acres is in the clear 

zone. Additionally, because of a high water table on the subject 

property, a large amount of subsurface parking would be so 

expensive to provide as to question the economic return on office 

development. Also, development of the four acres of contaminated 

land would be "impossible" without appropriate remediation 

efforts costing millions of dollars. 

 Finally, the trial court stated that it did not find the 

subject property had "a negative development potential," but that 

it had some value for purposes of liability in an inverse 

condemnation action. 

 In its conclusions of law, the trial court ruled that the 

Authority did "nothing" to take or damage RF&P's property. Also, 

the court ruled that the Authority was not legally obligated "to 
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do anything" with respect to the property, because FAA policy 

does not require the Authority to acquire control over property 

within the Runway 15/33 clear zone. 

 Additionally, the court decided that RF&P has suffered no 

compensable interference with its property rights. The court 

noted that RF&P's claim is primarily based on the allegation that 

the FAA clear zone policy has frustrated its plans to place an 

office development on the property, but it "does not -- and 

cannot -- claim that the FAA clear zone interferes with the 

present uses of the property." 

 Finally, the trial court determined that even if the RF&P 

had established a taking, its claim against the Authority would 

be time-barred. 

 On appeal, the RF&P assigns the following errors: the trial 

court erred in holding that the Authority did nothing to take or 

damage RF&P's property within the meaning of Article I, Section 

11 of the Constitution; the trial court erred in holding that, 

even if it had established a taking or damage, the clear-zone 

claim was time-barred; and the trial court erred in holding that 

the separate "overflights" claim was time-barred. Because of the 

view we take of the merits of RF&P's inverse condemnation claim, 

we do not reach the statute of limitations questions. 

 When a case is decided by a trial court without the 

intervention of a jury, the court's judgment will not be set 

aside "unless it appears from the evidence that such judgment is 
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plainly wrong or without evidence to support it." Code § 8.01-

680. The trial court's ruling on the merits is fully supported 

by the evidence. 

 Article I, Section 11 of the Constitution of Virginia 

provides that the General Assembly shall not pass any law 

"whereby private property shall be taken or damaged for public 

uses, without just compensation." This section is self-executing 

and permits the landowner to enforce its constitutional right to 

compensation in a common law action based upon implied contract, 

Burns v. Board of Supervisors of Fairfax County, 218 Va. 625, 

627, 238 S.E.2d 823, 825 (1977), both where the property is taken

for public use and where it is damaged for public use. Jenkins

v. County of Shenandoah, 246 Va. 467, 470, 436 S.E.2d 607, 609 

(1993). 

 In the present case, we hold RF&P failed to establish that 

any taking or damage by the Authority occurred, either any taking 

or damage of the land within the clear zone or any taking or 

damage of the airspace above the clear zone. 

 The gist of the RF&P's claim is that actions of the 

Authority prevented it from developing the subject property. 

Upon the clear zone aspect of the claim, RF&P asserts the 

Authority had committed to acquire the property as a requirement 

for federal funding. The trial court properly concluded, 

however, that no such requirement existed. The court found that 

the opinion to the contrary of the FAA's Whittle was unsupported 
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by other FAA testimony. Indeed, the Authority constantly 

resisted pressure from the FAA to acquire the clear zone 

property, finally accepting RF&P's offer to sell for $2,000 an 

easement over the clear zone. Furthermore, the September 1989 

conditional letter of intent, which would have allowed use of the 

clear zone to support RF&P's non-clear zone land, was purely 

voluntary on RF&P's part. Significantly, the trial court found 

that the Authority's acts taken subsequent to execution of the 

letter of intent, including acquisition of Vector-Schafran's 

parcel, did not constitute a commitment to acquire RF&P's land. 

 Furthermore, the record is clear that the Authority did not 

take RF&P's land by "using" it, either for overflights or as a 

runway protection zone. Relating to the overflights, the record 

merely shows that, since at least 1984, approximately 23,000 

aircraft annually have flown over the property using Runway 

15/33. During a pretrial hearing, RF&P's attorney stated to the 

trial court that RF&P had no additional evidence to support its 

overflights claim. Subsequently, RF&P never offered, or 

attempted to offer, any evidence about, for example, the types of 

aircraft using the runway, the height at which they passed over 

the property, or the frequency of landings, to support its 

allegations in the amended motion for judgment that overflights 

caused "noise, vibrations, fumes, dust and fuel particulates 

emissions on the Property." "Flights over private land are not a 

taking, unless they are so low and so frequent as to be a direct 
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and immediate interference with the enjoyment and use of the 

land." United States v. Causby, 328 U.S. 256, 266 (1946). 

Manifestly, there has been no showing that an invasion of the 

RF&P's airspace rights occurred. And, the clear zone 

requirements of the Navy and the National Capital Planning 

Commission, relied on by RF&P, do not dictate a different 

conclusion. 

 Relating to the alleged "use" of the clear zone, the crux of 

RF&P's claim is found in paragraph 83 of the amended motion for 

judgment. It alleged that the Authority had inversely condemned 

17 acres of its land when the Authority "represented and 

warranted to the FAA . . . that it had control over [RF&P's] 

Property," or alternatively, when the Authority executed grant 

agreements for federal funds. As a result, the allegation 

continued, the Authority "became bound by applicable law either 

to condemn the portion of [RF&P's] Property located in the Clear 

Zone, or obtain strict land use and avigation easements for that 

portion of the Property." 

 Actually, this is a contention that the Authority "used" the 

clear zone because it allegedly prevented RF&P from developing 

office buildings on the property. The record fully supports the 

trial court's holding that the Authority took no action to 

prevent the development nor did it threaten RF&P with 

condemnation. On the contrary, the record shows that the 

Authority actively assisted the RF&P's development efforts. The 
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record is clear that RF&P abandoned its plans for the commercial 

development due to adverse market conditions and physical 

problems with the property, not because of any interference by 

the Authority. 

 Finally, we have not overlooked the fact that, because of 

its statute of limitations ruling on the overflights claim, the 

trial court did not explicitly address the merits of that claim 

after hearing all the evidence. Even if we were to agree with 

RF&P that the trial court erred in ruling the claim was timebarred, reversal of the judgment is not required. "We do not 

hesitate, in a proper case, where the correct conclusion has been 

reached but the wrong reason given, to sustain the result and 

assign the right ground." Robbins v. Grimes, 211 Va. 97, 100, 

175 S.E.2d 246, 248 (1970). Accord Doswell Ltd. Partnership v. 

Virginia Elec. & Power Co., 251 Va. ___, ___, ___ S.E.2d ___, ___ 

(1996), decided today. This is such a case. 

 Consequently, we hold there is no reversible error in the 

judgment of the trial court, and it will be 

Affirmed.