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Malone v. Saxony Cooperative Apartments

December 14, 2000


Before Farrell, Ruiz, and Washington, Associate Judges.

The opinion of the court was delivered by: Washington, Associate Judge

Appeal from the Superior Court of the District of Columbia (Hon. José M. L•pez, Trial Judge)

Argued November 10, 1999

Dennis Malone appeals the trial court's grant of summary judgment in favor of Saxony Cooperative Apartments, Inc., et al. (Saxony) in a breach of contract cause of action for the sale of a proprietary lease by Saxony to Malone. The trial court ruled that no enforceable contract for the sale of an apartment unit existed between Malone and Saxony. Malone submitted a timely appeal to this court arguing primarily that the trial court erred in reaching that decision. *fn1 We affirm.


Saxony is a cooperative that owns a high-rise building located at 1801 Clydesdale Place, N.W. in Washington, D.C. The shareholders lease their apartment units pursuant to a proprietary lease. Malone has resided in the high-rise complex, in unit 420, since 1990. *fn2

On December 15, 1993, the Board of Directors terminated a proprietary lease to Joseph Miles, who resided in unit 421. In March of 1994, a bid was made to purchase the proprietary lease for unit 421 by Clayton Scott. However, without further mention of Scott's prior offer, the minutes of the Board's meeting of April 27, 1994 reflect that an offer of $19,700.00 was made by appellant, Dennis Malone, to purchase the proprietary lease for the same unit. Malone proffers that his offer was presented to the Board in written form and provided all the terms necessary to form a binding agreement. The substance of the letter is as follows:

I would like to propose to the Board that I be allowed to purchase unit number 421 for the sum of $19,700. As you know, this unit has been on the market for over nine months and has not sold. During this time the Saxony has not received payments and the unit is in substantial arrearage. The unit itself is in very poor condition. If the unit is not sold soon the Saxony will be forced to renovate and market this unit - taking an undisclosed amount of time as the arrearage grows. I pledge to merge these two units 421 and 420 into one using Board financing at the rate of one interest point above current ncb rates for new loans in this building, closing costs to be paid by the seller and settlement to occur within 30 days of Board approval.

In response to Malone's offer, the Board passed a unanimous motion "to accept if the units ar[e] to be merged within thirty days after settlement." Malone's letter and the language from the Board minutes constitute the entirety of the writings between the two parties.

Malone asserts that he contacted the managing agent for the Saxony Cooperative within two weeks of the Board meeting to arrange for settlement on the unit. According to Malone, he was told that the unit was in probate and, therefore, settlement could not occur at that time.

In May, the Board voted to place a hold on Malone's bid because Scott had renewed his offer to purchase the unit for $20,000. Scott, however, never closed on the unit and it remained vacant. There is no indication in the record that the Board had any further discussions with Malone during this time period. One year later, in April 1995, the Board accepted an offer for $25,000 from another prospective purchaser, but that sale also never materialized. After this attempt failed to sell the unit, Saxony adopted a more aggressive sales approach, contracting with Weichert Realtors to market its vacant units. As part of this effort to more aggressively market its available apartment units, unit 421 was renovated as a model unit. Despite living next door to unit 421, Malone did not seek to speak with the Board regarding the renovations until sometime during the last quarter of 1996, after the renovations were complete. According to Malone, he didn't have an opportunity to speak with the Board about his concerns at that time because he was out of town when the Board last met in 1996. Malone, however, did attend a Saxony Board meeting in February of 1997, to express his concerns regarding Saxony's renovations of unit 421 and its impact on his contract to purchase the lease. At that time, Malone alleges that he first learned that the Board was attempting to sell the unit.

Malone sent the Board a letter requesting $5,000 to release Saxony from his claims of breach of contract and breach of fiduciary duty. Saxony replied that no contract existed between Saxony and Malone for the sale of the unit and that he was not entitled to damages. Malone instituted this law suit against Saxony on October 20, 1997, for breach of the contract.


The disposition of this case on appeal is governed by the oft- repeated standard of review for a grant of summary judgment. We review the grant or denial of a summary judgment motion de novo. See Walton v. District of Columbia, 670 A.2d 1346, 1353 (D.C. 1996). "We consider the evidence in the light most favorable to the nonmoving party, and conduct an independent review of the record." Baker v. Office Space Dev. Corp., 664 A.2d 1236, 1240 (D.C. 1995) (citation omitted). "Summary judgment is properly granted `only if there are no genuine issues of material fact in dispute and if the moving party is entitled to judgment as a matter of law.'" Id. (citation omitted). "However, summary judgment will lie unless the dispute about a material ...

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