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SHOREHAM HOTEL L.P. v. WILDER

May 11, 1994

THE SHOREHAM HOTEL LIMITED PARTNERSHIP, Plaintiff,
v.
L. DOUGLAS WILDER, et al., Defendants.



The opinion of the court was delivered by: THOMAS F. HOGAN

 Pending before the Court are the plaintiff's motion to amend the complaint and the defendants' motions to dismiss, to strike, and for sanctions. After carefully considering the parties' motions and the arguments of counsel at oral argument on March 10, 1994, the Court finds that the plaintiff has failed to state a claim upon which relief can be granted. Accordingly, the Court will dismiss this case with prejudice.

 BACKGROUND

 This case arises out of an unpaid hotel bill. In January of 1991, an unincorporated organization called the 21st Century Commission on African American Males ("21st Century Commission") made arrangements for a conference at the Omni Shoreham Hotel ("Omni Shoreham"). Nondefendant J.D. Andrews, acting for the 21st Century Commission, signed a letter of agreement in which the Omni Shoreham agreed to provide hotel and conference services for a conference that took place in Washington, D.C from May 21 to May 25, 1991. The total bill from the conference was $ 96,153.12. Although the 21st Century Commission has made some payments, there is still a significant amount outstanding. As of February 19, 1993, the total amount outstanding, including finance charges, was $ 88,044.07.

 The plaintiff has a contract action pending in the Superior Court of the District of Columbia against the 21st Century Commission and J.D. Andrews. *fn1" On October 29, 1993, the plaintiff attempted to amend the complaint in that suit to add a number of additional defendants. Judge Henry Greene denied the motion without prejudice, finding no evidentiary basis for amending the complaint to add the additional defendants. Undaunted, the plaintiff's counsel indicated that he would file a separate lawsuit against the additional defendants. Judge Greene replied by saying, "You file your additional lawsuit. Just remember Rule Eleven when you file." Transcript of October 29, 1993 Hearing before Judge Henry Greene in D.C. Super. Ct. Civ. No. 2725-93, at 6.

 The plaintiff subsequently filed this diversity action against all of the defendants whom Judge Greene refused to add to the Superior Court action. The plaintiff alleges that Carnegie Corporation of New York ("Carnegie"), Xerox Corporation ("Xerox"), former Virginia Governor L. Douglas Wilder, and former United States Senator Terry Sanford were each active participants in and organizers of the 21st Century Commission. The plaintiff alleges that these defendants were represented by their agents on a planning committee that acted on behalf of the 21st Century Commission. Specifically, the plaintiff argues that Gloria Primm Brown acted for Carnegie, Glegg Watson acted for Xerox, Richard Taylor acted for Wilder, and nondefendant Kathryn Wellman acted for Sanford.

 The plaintiff alleges that the planning committee was in the nature of a board of directors. The plaintiff argues that the planning committee made the decision to enter into the agreement with the Omni Shoreham and authorized J.D. Andrews to execute the agreement on behalf of the 21st Century Commission. The plaintiff argues that because their agents decided to enter in the agreement and ratified Andrew's actions, defendants Carnegie, Xerox, Wilder, and Sanford are liable for the hotel bill. Additionally, the plaintiff argues that defendants Brown, Watson, and Taylor are individually liable for the hotel bill because they were members of the planning committee and actively participated in the decision to enter in the agreement.

 DISCUSSION

 All defendants but Sanford have filed motions to dismiss the plaintiff's complaint on various grounds. Sanford has filed an answer but asserts as a defense that the plaintiff's complaint fails to state a claim upon which relief can be granted. A complaint should not be dismissed for failure to state a claim pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure "unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Conley v. Gibson, 355 U.S. 41, 45-46, 2 L. Ed. 2d 80, 78 S. Ct. 99 (1957). In evaluating the plaintiff's complaint, the Court must accept the factual allegations as true and draw reasonable inferences therefrom in favor of the plaintiff. Square D. Co. v. Niagara Frontier Tariff Bureau, Inc., 476 U.S. 409, 411, 90 L. Ed. 2d 413, 106 S. Ct. 1922 (1986); Scheuer v. Rhodes, 416 U.S. 232, 236, 40 L. Ed. 2d 90, 94 S. Ct. 1683 (1974). Applying these principles, the Court finds that the plaintiff has failed to state a claim upon which relief can be granted.

 A. The Plaintiff's Motion to Amend the Complaint

 As a preliminary matter, the Court will consider the plaintiff's motion to amend the complaint. The defendants seek to dismiss this action because the original plaintiff is not a proper party to bring this lawsuit. This suit was brought in the name of The Shoreham Hotel Limited Partnership. Partnerships in the District of Columbia are not capable of suing or being sued. Anderson v. Hall, 755 F. Supp. 2, 4 (D.D.C. 1991). Thus, it appears that the Court could dismiss this case, as it is currently captioned, without further consideration.

 Recognizing this problem, the plaintiff has filed a motion seeking to amend the complaint. In the amended complaint, the plaintiff seeks to replace the originally-named plaintiff with Waring S. Justis. Justis has been appointed as the receiver for real and personal property of the Omni Shoreham by the Superior Court. Because Paragraph 2g of the Order appointing the receiver gives Justis the power "to bring all actions at law or in equity which cause may require," the plaintiff asserts that Justis can properly be substituted as the plaintiff in this case. Plaintiff's Motion to Amend the Caption and the Complaint, Exhibit 1. Despite the defendants' objections to this motion, the Court will grant the motion to amend the complaint because leave to amend should be freely granted under Fed. R. Civ. P. 15(a). Although this amendment keeps the plaintiff's claim alive a little bit longer, it does not save it from its other fatal flaws.

 B. The Defendants' Motions Dismiss for Failure State a Claim

 Although the plaintiff's complaint is entitled "Complaint on a Contract," it does not allege that any of the defendants in this case signed any contract with the Omni Shoreham. The only two exhibits attached to the complaint, a billing request and letter of agreement, do not suggest that any of the defendants were parties to the contract. The billing request indicates that bills should be sent to J.D. Andrews. Andrews is also listed as the contact person, client, controller, and individual authorized to approve payment. Plaintiff's Complaint, Exhibit A. The letter of agreement is addressed to nondefendant Kathy Wellman "c/o Senator Terry Sanford's Office." However, it is signed by Andrews, whose title is listed as "CEO." Plaintiff's Complaint, Exhibit B. These documents do not indicate that any of the defendants were parties to the contract, intended to be liable on the contract or represented to the ...


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