On Certified Question from the United States Court of Appeals for the District of Columbia Circuit
(Argued February 16, 2010 Decided January 6, 2011)
Before RUIZ and GLICKMAN, Associate Judges, and BELSON, Senior Judge.
GLICKMAN, Associate Judge: In Sturdza v. United Arab Emirates, 350 U.S. App. D.C. 154, 170, 281 F.3d 1287, 1303 (2002), the United States Court of Appeals for the District of Columbia Circuit certified the following question of law to this court pursuant to D.C. Code § 11-723 (a) (2001):
Under District of Columbia law, is an architect barred from recovering on a contract to perform architectural services in the District or in quantum meruit for architectural services rendered in the District because the architect began negotiating for the contract, entered into the contract, and/or performed such services while licensed to practice architecture in another jurisdiction, but not in the District?
We respond affirmatively: subject to immaterial exceptions, District of Columbia law bars an architect from recovering on a contract to perform architectural services in the District or in quantum meruit for architectural services rendered in the District, if the architect lacked a District of Columbia architect's license when he or she negotiated or entered into the contract or when he or she performed the architectural services, even if the architect was licensed to practice architecture in another jurisdiction at such times.*fn1
I. Factual and Procedural Background*fn2
In 1993, the United Arab Emirates ("UAE") held a competition for the architectural design of a new embassy and chancery building in Washington, D.C. Elena Sturdza, an architect licensed under the laws of Maryland and Texas, but not by the District of Columbia, entered the competition and submitted a design. A jury composed of architects and civil engineers judged the competition entries. At the conclusion of the competition, the UAE informed Sturdza that she had won.
Sturdza and the UAE then entered into contract negotiations. Over the next two years they exchanged multiple contract proposals. During that period, at the UAE's request, Sturdza modified her design and worked with an engineer to address various technical issues. She agreed to defer billing the UAE for her work until the execution of their contract. At last, in early 1996, the UAE sent Sturdza a final draft agreement "incorporating all the changes mandated by the Ambassador."*fn3
Sturdza informed the UAE that she assented to the changes. Without explanation, however, the UAE then stopped communicating with Sturdza. It never signed a contract with her.
There things stood until late 1997, when Sturdza learned that the UAE
had furnished a proposed design for its new embassy to the National
Capital Planning Commission. Sturdza obtained a copy of the proposal.
She discovered that the UAE had submitted a design prepared by a
District of Columbia architect named Angelos Demetriou. This design
differed from the one Demetriou had entered in the 1993 competition
and, Sturdza believed, it "copied and appropriated many of the design
features that had been the hallmark of her design."*fn4
The UAE eventually contracted with Demetriou to use his
revised design in the construction of its embassy.
In 1998, Sturdza filed suit against the UAE and Demetriou in the United States District Court for the District of Columbia. Her amended complaint stated several causes of action against one or both defendants. The question that has been certified to us concerns Sturdza's breach of contract and quantum meruit claims against the UAE. Count One of the amended complaint alleged that the UAE had breached its contract with Sturdza by, inter alia, failing to memorialize their contract, "concerning which substantial performance had already commenced"; awarding the embassy design contract instead to Demetriou; and failing to pay Sturdza her fee, including her charges for the work she performed after the UAE declared her the winner of the competition.*fn5 Count Two of the amended complaint sought quantum meruit recovery for Sturdza's preparation of the embassy design and other architectural services. The district court granted summary judgment for the UAE on each of these claims. It concluded that Sturdza is barred from recovering contractual or quasi-contractual damages under District of Columbia law because she was not licensed to practice architecture in the District either when she negotiated and contracted with the UAE or when she performed the services for which she sought compensation.*fn6
On appeal, the D.C. Circuit was "inclined to agree" that the District's licensing law precludes Sturdza's contractual and quasi-contractual causes of action. The court noted that Sturdza "went beyond submitting bids and actually performed architectural services -- in her own words, 'substantially performed' the contract" -- without the required license.*fn7 For that reason, the court rejected Sturdza's contention that she merely sought to enforce a contract for future services and would have obtained a D.C. license before she actually rendered those services. Nonetheless, the court expressed uncertainty as to "the implications (if any)" of a statutory exception allowing architects licensed in other jurisdictions to agree to provide architectural services in the District if they became licensed under D.C. law before rendering any performance.*fn8 In addition, the court observed, an unlicensed architect's right to recover in the circumstances of this case raises a question of "extreme public importance" given the special status of the District of Columbia*fn9
We assume that architects throughout the country (perhaps even around the world) unlicensed to practice in the District often submit bids to perform architectural services in this city of embassies, monuments, and public buildings. Precisely how D.C. law applies to this unique characteristic of Washington, D.C. and its economy is a question best resolved by the D.C. Courts.*fn10
Deeming local law to be "genuinely uncertain" on the issue of whether Sturdza's contract and quantum meruit claims were foreclosed in these circumstances, the D.C. Circuit concluded that "the wisest course of action" was to certify ...