National Railroad Passenger Corporation v. Boston & Maine Corp., 503 U.S. 407, 17 (1992)

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Cite as: 503 U. S. 407 (1992)

Opinion of the Court

demnation will accomplish its objectives. Midkiff, supra, at 242-243.

As a last effort, B&M argues that this matter must be remanded to the ICC because the Commission did not make adequate and accurate findings regarding several different matters. B&M claims that Amtrak failed to prove the parties were " 'unable' to agree" on terms of sale. In B&M's view, § 562(d) demands that Amtrak engage in "good faith . . . negotiations" before it may invoke its condemnation powers. Brief for Respondent B&M 42. The ICC construed the language of § 562(d) in a more narrow fashion, to mandate nothing more than a factual determination that the parties will not be able to reach agreement through further negotiations. App. to Pet. for Cert. in No. 90-1419, pp. 130a-131a ("Nothing in this record provides any indication that Amtrak and B&M will ever reach agreement on terms of sale"). This is a reasonable interpretation of the phrase "unable to agree upon terms for the sale," and we do not substitute a different view. Thus the Commission did not err in concluding that this statutory prerequisite was satisfied.

B&M argues further that the ICC made inadequate factual findings in concluding: (1) that this conveyance will not significantly impair B&M's ability to carry out its obligations as a common carrier, § 562(d)(1)(A); and (2) that Amtrak's obligations cannot be met by the acquisition of alternative property, § 562(d)(1)(B). As to significant impairment, B&M's argument, like the decision of the Court of Appeals on this point, 286 U. S. App. D. C., at 8-9, 911 F. 2d, at 750-751, relies on the notion that in assessing impairment the ICC may consider only the conveyance itself, not any mitigating measures adopted in response to the conveyance, such as the grant of trackage rights to B&M. We find no basis in the text or structure of § 562(d) for this position and cannot say that the statute must be interpreted to mandate such a restrictive inquiry. The ICC was not unreasonable in considering the effect of the "trackage rights" agreements and the just com-

423

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