A rift has developed among the owners of the prized Tysons II tract in Fairfax County, threatening a $25 million sales contract and raising the possibility that the land may have to be auctioned at the county courthouse.

"It looks like there will be a partition suit," said the one source close to Baltimore developer Homer Gudelsky and Washington attorney H. Max Ammerman, two of the three partners who own the 117-acre site in the middle of what has been called Fairfax County's downtown. "The hazard is that in the meantime the market could go away."

Gudelsky, who owns 65 percent and Ammerman, who owns 10 percent, have agreed to sell Tysons II to Boston Properties, which wants to build up to 5 million square feet of office space instead of a twin to the present Tysons Corner Shopping Center.

But Theodore E. Lerner, who owns 25 percent of the site, has refused to go along with the sale, and, according to sources, wants to develop the land himself as a combination shopping-office center.

Both sides in the dispute confirmed the rift. Gudelsky and Ammerman, according to sources close to those two partners, "are upset."

According to attorneys representing the squabbling interests, a suit appears to be inevitable. In such a case, the judge hearing the case could order the land sold by a court-appointed trustee or at public auction, where, as one legal figure said, "The whole world could bid."

The Tysons II site is perhaps the most valuable piece of commercial property in fast-growing Fairfax County. For years, its owners wanted it zoned for a shopping center, and two years ago they won their battle. The Gudelsky-Lerner-Ammerman partnership also owns nearby Tysons I, which has been called one of the most profitable suburban retail complexes in the country.

But as the Tysons area has become a suburban downtown for Fairfax, the market for office space there has become hotter -- and it was that trend that made Gudelsky and Ammerman open to the $25 million offer from Boston Properties.

The Boston firm has built 4.5 million square feet of offices in the Boston, Philadelphia, Los Angeles and San Francisco areas, and last December announced it will build a $40 million office complex -- Capital Gallery in Southwest Washington at Maryland Avenue and Sixth and Seventh streets.

Boston Properties is headed by Mortimer Zuckerman, who recently attracted attention when he bought the prestigious but ailing Atlantic magazine, a cultural institution in Boston for almost 125 years.

While Lerner reportedly wants to develop Tysons II himself, sources close to Gudelsky and Ammerman say he has not made an offer near $25 million -- the price in the now-threatened deal involving Boston Properties.

Lerner owns major malls in suburban Maryland and Virginia, and plans to develop a retail-office center at the site of the LaSalle Building on Connecticut Avenue NW between K and L Streets in downtown Washington. c