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The Town of Herndon filed a lawsuit against Comstock Herndon Venture, L.C., on July 11, seeking the immediate return of roughly five acres at the center of its long-delayed downtown redevelopment effort.
The complaint, filed in Fairfax County Circuit Court, accuses Comstock of wrongfully holding the property to pressure the town into paying several million dollars in claimed predevelopment expenses.
Herndon wants the court to compel Comstock to return the land and declare that the town owes none of those costs. It is also seeking reimbursement for legal expenses associated with the case.
The town argues that its agreement with Comstock does not require such payments when Comstock chooses to abandon the project. According to the complaint, reimbursement provisions apply only if Herndon asks Comstock to transfer the property and project plans to another developer—something the town says has not happened.
Dispute follows decision to halt construction
Herndon selected Comstock as its development partner and signed a Comprehensive Agreement with the company on Nov. 1, 2017.
That agreement allowed Comstock to withdraw from construction by issuing a Notice Not to Proceed. It also gave Herndon a corresponding Right of Reentry to reclaim the property.
On Dec. 6, 2024, Comstock notified the town that it would not move forward with construction. Its letter invoked the Comprehensive Agreement and stated that the agreement would expire and have no further effect that day.
Herndon exercised its Right of Reentry on Jan. 23, 2025, demanding that Comstock sign the documents needed to return ownership of the site. The town said Comstock’s rights to the property were being terminated because the company had failed to execute those documents.
Comstock responded on Feb. 24, acknowledging the town’s request. According to Herndon’s lawsuit, the company said it would transfer the site to another developer after receiving payment for costs and expenses that it estimated at several million dollars.
Herndon calls that position a willful misreading of the agreement. The town maintains that its Right of Reentry has no such payment condition and alleges that Comstock breached the contract by refusing to reconvey the land.
The complaint also says Comstock agreed to develop the final project plans, construction drawings and site plan at its sole cost and expense. Herndon argues that the agreement expressly allowed the town to recover its title and interests in the property if Comstock abandoned the project or faced an imminent foreclosure.
The two parties entered mediation in June, according to a town spokesperson, but the dispute remained unresolved when the lawsuit was filed.
Years of plans stalled before lawsuit
Fairfax County committed $1.2 million to the downtown redevelopment in June 2018. At the time, estimates indicated that the completed project could generate approximately $800,000 a year in new property and sales tax revenue.
The county later approved Herndon’s request for another $5 million over five years from its Economic Opportunity Reserve Fund in October 2021.
Originally envisioned as an $85 million mixed-use development on 4.675 acres, the project was expected to include 281 homes, an unfinished 18,000-square-foot shell for a new arts center, an arts walk, public spaces and an eight-level garage with 761 parking spaces. Plans also called for 18,000 square feet of boutique, restaurant and retail space.
Construction still had not begun by summer 2024, although some older buildings had been demolished. Revised plans reduced the arts center to about 4,275 square feet, eliminated the garage’s lowest level and cut the number of residential units to 273.
In September 2024, during his final meeting as town manager, Bill Ashton said the project could collapse if interest rates did not decline. Comstock issued its Notice Not to Proceed that December, setting off the correspondence that ultimately led to the lawsuit.
Clemente, manager of Comstock Herndon Venture, LLC, did not respond to a request for comment.