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Park v. Sandwich Chef

December 22, 1994

JEUM CHUL PARK, ET AL., APPELLANTS
v.
SANDWICH CHEF, INC. AND PAPADOPOULOS PROPERTIES, INC, APPELLEES



Appeal from the Superior Court of the District of Columbia. (Hon. Arthur L. Burnett, Sr., Trial Judge).

Before Ferren and Schwelb, Associate Judges, and Belson, Senior Judge.

The opinion of the court was delivered by: Schwelb

SCHWELB, Associate Judge: Appellants Jeum Chul Park and her daughter, Hyun Park, plaintiffs below, appeal from the trial court's award of counsel fees as sanctions for alleged violations of Super. Ct. Civ. R. 11. They claim that there was no evidentiary basis for the imposition of sanctions and that the trial Judge's findings were legally insufficient. We reject the first contention but agree in part with the second. Accordingly, we vacate the award and remand for further proceedings.

I.

In a complaint filed on February 14, 1992, the Parks alleged that in August 1991, they approached Tom Papadopoulos, a business broker who is the principal of appellee Papadopoulos Properties, Inc., for the purpose of negotiating the purchase of the Wall Street Deli, an enterprise located in Georgetown Park Mall and owned and operated by appellee Sandwich Chef, Inc. It appears that Jeum Chul Park's sister was employed at the Papadopoulos firm and was aware that the Wall Street Deli was for sale.

Papadopoulos prepared a "form" business sale and purchase agreement in which the terms of the proposed purchase were spelled out. The Parks alleged in their complaint that Hyun Park signed the agreement, but that her mother initialed it but did not sign it. Pursuant to the terms of the agreement, Hyun Park gave Papadopoulos a check in the amount of $15,000 as the stipulated deposit. The agreement provided that in the event of a breach by the purchasers, the $15,000 would represent liquidated damages to the seller.

The Parks further alleged that on November 1, 1991, they learned that the landlord of Georgetown Park Mall was contemplating the development of a food court in the Mall. They claimed that such a food court "would have resulted in a financial detriment to ." They alleged that the proposal to develop the food court "was known to Sandwich and was a major factor in its decision to sell the Wall Street Deli." The Parks claimed that they had demanded that their deposit be returned, but that the defendants had rejected their demand.

In their complaint, the Parks asserted two principal grounds for recovery. They first claimed that the agreement to purchase was nudum pactum and invalid because Jeum Chul Park never signed it. Their second theory, purportedly sounding in "misrepresentation," was that

throughout the negotiations for the purchase of the business Sandwich failed to disclose a material factor in the negotiations by withholding the fact that Georgetown Park Mall was contemplating adding a food court next to The Wall Street Deli... Parks learned subsequent to Hyun Park's signing of the agreement that Defendants intentionally withheld from them the fact that Georgetown Park Mall was contemplating adding a food court . . . By reason of the above actions of Defendants, Parks have been damaged in the sum of Fifteen Thousand Dollars ($15,000).

Complaint, paras. 19-21 (paragraphs combined and paragraph numbers omitted). The plaintiffs prayed for compensatory damages in the amount of $25,000, punitive damages, and counsel fees. *fn1

Each defendant filed an Answer and Counterclaim, denied wrongdoing, and cross-claimed against the other defendant. On March 16 and 17, 1993, the case came on for a non-jury trial. Both of the Parks testified, and their counsel called several other witnesses. Jeum Chul Park denied that she signed the agreement, and both plaintiffs claimed essentially that they did not understand the documents which had been presented to them and that they had not intended to commit themselves to a final agreement. *fn2 Their counsel did not call as a witness Jeum Chul Park's sister, who had been present at some of the negotiations with Papadopoulos, and he adduced no expert testimony to support their apparent claim that Jeum Chul Park's purported signature on the agreement was a forgery.

At the Conclusion of the plaintiffs' case, the trial Judge entered judgment in favor of both defendants. He found that, so far as he could determine, Jeum Chul Park's alleged signature on the agreement was in the same handwriting as other documents written by her. The Judge held that there was a valid contract which had been breached by the Parks, and that the Parks

didn't investigate adequately first. . . Then, after getting in and investigating further, they found that the deli might not have been as promising as they thought it was, and decided they wanted to back out at that point.

The Judge did not expressly address the Parks' claim of misrepresentation, but he explicitly declined to credit the testimony of Jeum Chul Park that she did not understand what was going on, noting that she had extensive business experience, and that she "would not have been as naive and [would not have been] led to the slaughter like an innocent sheep." The Judge ruled ...


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