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American Property Construction Company v. Sprenger Lang Foundation

March 9, 2011

AMERICAN PROPERTY CONSTRUCTION COMPANY, PLAINTIFF/COUNTER-DEFENDANT,
v.
SPRENGER LANG FOUNDATION, ET AL., DEFENDANTS/COUNTER-PLAINTIFFS.



The opinion of the court was delivered by: Colleen Kollar-kotelly United States District Judge

MEMORANDUM OPINION

This action involves a relatively straightforward contract dispute about construction services. Plaintiff/Counter-Defendant American Property Construction Company ("APCC") commenced suit against Defendants/Counter-Plaintiffs Paul Sprenger ("Sprenger"), Jane Lang ("Lang"), and the Sprenger Lang Foundation (the "Foundation") (collectively, "Defendants"), asserting claims for breach of express and implied contract based upon Defendants' alleged failure to remit full payment for construction services provided by APCC. Through this action, APCC seeks to recover monetary damages in the amount of $339,727.50, exclusive of interest, as recompense for services provided. Presently before the Court is the Foundation's [36] Motion for Summary Judgment,*fn1 wherein the Foundation contends that it is not a party to, or otherwise bound by, any agreement with APCC and is therefore entitled to judgment as a matter of law. Based upon the parties' submissions, the attachments thereto, the relevant authorities, and the record as a whole, the Court concludes that there remains a genuine dispute as to whether the Foundation is a party to the alleged agreement or may otherwise be held liable in connection with APCC's breach of contract claims. Therefore, the Court shall DENY the Foundation's [36] Motion for Summary Judgment.*fn2

I. BACKGROUND

APCC commenced this action against Defendants on July 2, 2009, asserting claims for breach of express and implied contract. See Compl., Docket No. [1]. From APCC's perspective, this action is a "straightforward collection case." Pl.'s Opp'n at 1. APCC alleges that it was engaged by Defendants, including the Foundation, to provide general contracting services on an office building located at 1614 20th Street, N.W., Washington, D.C. 20009 (the "Property"). Compl. ¶ 9. APCC contends that, despite satisfactorily performing the agreed-upon work, Defendants have failed to make full payment. Id. ¶¶ 10-15. Accordingly, through the instant action, APCC seeks monetary damages in the amount of $339,727.50, exclusive of interest, as recompense for services rendered. Id. ¶¶ 14, 18.

The present motion is limited to the narrow question of whether the Foundation is a party to, or otherwise bound by, the alleged agreement with APCC. The Foundation is a trust with a stated mission of supporting the arts, education, and the environment. Def.'s Stmt. ¶ 3; Pl.'s Stmt. ¶ 3. While never directly addressed by either party, it appears from the record that Sprenger and Lang are the Foundation's sole trustees. Lang Dep. at 15. It is also evident from the record that the Foundation held no formal ownership interest in the Property in the time period relevant to this action, and that the Property was instead jointly held by Sprenger and Lang as individuals.*fn3 Def.'s Stmt. ¶¶ 2, 4; Pl.'s Stmt. ¶¶ 2, 4. At the same time, the record suggests that the Foundation was an occupant of the Property during the time period relevant to this action. Pl.'s Stmt. Ex. D at SL0000997, SL0001016, SL0001068, SL0001360, SL0001406; Sherman Decl. ¶¶ 8, 16.

It is undisputed that the parties never entered into a formal, written agreement governing the terms and conditions of the work to be performed by APCC, Def.'s Stmt. ¶ 5; Pl.'s Stmt. ¶ 5, something that undeniably complicates determining whether an agreement existed and, if so, precisely who was party to that agreement. That said, the parties did at one point contemplate formalizing their relationship in a written document. On or about July 31, 2006, prior to the commencement of any work at the Property, Allan Sherman ("Sherman"), the President and Founding Principal of APCC and the Project Manager for the construction work performed by APCC, sent a draft agreement to Lang for her review. Def.'s Stmt. Ex. C at APC-00153. The draft agreement, which was based on a form prepared by the American Institute of Architects, expressly provided that the parties would be APCC, as the "Contractor," and Sprenger and Lang, as the "Owner[s]" of the Property. Id. at APC-00156. No mention was made of the Foundation. Id. However, APCC contends, and the Foundation never disputes, that subsequent contract negotiations ensued, with the parties ultimately agreeing to proceed with the construction project in accordance with an agreed-upon budget. Def.'s Stmt. ¶ 5; Sherman Decl. ¶ 7. In the end, the proposed agreement never proceeded beyond draft form.*fn4 Def.'s Stmt. ¶ 5 & Ex. D at 20; Pl.'s Stmt. ¶ 5.

Despite the absence of a formal contract governing the parties' relationship, APCC performed construction work at the Property and, during the course of its work, submitted thirteen applications for payment. All thirteen applications, submitted more or less on a monthly basis over the period of approximately one year and seven months extending from December 31, 2006 through August 6, 2008, were addressed to the Foundation and consistently identified the Foundation as the "Owner" of the Property. Pl.'s Stmt. Ex. G at APC-00144 (Dec. 31, 2006 Appl.), APC-00125 (Jan. 31, 2007 Appl.), APC-00120 (Feb. 28, 2007 Appl.), APC-00110 (Mar. 31, 2007 Appl.), APC-00101 (May 31, 2007 Appl.), APC-00091 (June 30, 2007 Appl.), APC-00076 (Aug. 31, 2007 Appl.), APC-00066 (Sept. 30, 2007 Appl.), APC-00059 (Oct. 31, 2007 Appl.), APC-00051 (Feb. 18, 2008 Appl.), APC-00042 (Apr. 28, 2008 Appl.), APC-00035 (June 2, 2008 Appl.), APC-00307 (Aug. 6, 2008 Appl.). Sherman declares, without contradiction, that the Foundation never suggested that the applications for payment should be directed elsewherenor corrected the characterization that it was the "Owner" of the Property. Sherman Decl. ¶ 17. Moreover, APCC has introduced into the record a large swath of correspondence and other documents suggesting that the Foundation and its employees were actively involved in the construction project over an extended period of time. Pl.'s Stmt. Ex. D.

Relying exclusively on Lang's declaration, the Foundation contends that it never made any payments to APCC for the work performed and that, instead, payment originated directly from one of three parties-Sprenger, Lang, or JLPS, LLC, a non-party limited liability company of which Sprenger and Lang are the only members. Def.'s Stmt. ¶¶ 6-7 (citing Lang Decl. ¶ 2). However, APCC has included with its opposition a check issued by the Foundation to APCC in the amount of $2,777.50, apparently as a "50% downpayment per contract on . . . shelves." Pl.'s Stmt. Ex. B. While there appear to be no other checks issued directly by the Foundation to APCC, Sherman declares, with minimal explanation but without contradiction, that Lang expressly represented to him that the Foundation was paying for at least a portion of the renovations. Sherman Decl. ¶¶ 13, 15.

II. LEGAL STANDARD

Summary judgment is appropriate where "the movant shows that there is no genuine dispute as to any material fact and [that it] . . . is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). The mere existence of some factual dispute is insufficient on its own to bar summary judgment; the dispute must pertain to a "material" fact, and therefore "[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). Nor may summary judgment be avoided based on just any disagreement as to the relevant facts; the dispute must be "genuine," meaning that there must be sufficient admissible evidence for a reasonable trier of fact to find for the non-movant. Id.

In order to establish that a fact is or cannot be genuinely disputed, a party must (a) cite to specific parts of the record-including deposition testimony, documentary evidence, affidavits or declarations, or other competent evidence-in support of its position, or (b) demonstrate that the materials relied upon by the opposing party do not actually establish the absence or presence of a genuine dispute. Fed. R. Civ. P. 56(c)(1). Conclusory assertions offered without any factual basis in the record cannot create a genuine dispute sufficient to survive summary judgment. Ass'n of Flight Attendants-CWA v. U.S. Dep't of Transp., 564 F.3d 462, 465-66 (D.C. Cir. 2009). Moreover, where "a party fails to properly support an assertion of fact or fails to properly address another party's assertion of fact," the district court may "consider the fact undisputed for purposes of the motion." Fed. R. Civ. P. 56(e).

When faced with a motion for summary judgment, the district court may not make credibility determinations or weigh the evidence; instead, the evidence must be analyzed in the light most favorable to the non-movant, with all justifiable inferences drawn in its favor. Liberty Lobby, 477 U.S. at 255. If material facts are genuinely in dispute, or undisputed facts are susceptible to divergent yet justifiable inferences, summary judgment is inappropriate. Moore v. Hartman, 571 F.3d 62, 66 (D.C. Cir. 2009). In the end, the district court's task is to determine "whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law." Liberty Lobby, 477 U.S. at 251-52. In this regard, the non-movant must "do more than simply show that there is some metaphysical doubt as to the material facts," Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986); "[i]f the evidence is merely colorable, or is not sufficiently probative, summary judgment may be granted," Liberty Lobby, 477 U.S. at 249-50 (internal citations omitted).

III. DISCUSSION

Under District of Columbia law,*fn5 the party asserting the existence of a contract, regardless of its form,*fn6 bears the burden of proving the existence of an enforceable agreement. Kramer Assocs., Inc. v. Ikam, Ltd., 888 A.2d 247, 251 (D.C. 2005) (citing Jack Baker, Inc. v. Office Space Dev. Corp., 664 A.2d 1236, 1238 (D.C. 1995)). This burden extends to the issue of contract formation, Novecon Ltd. v. Bulgarian-Am. Enter. Fund, 190 F.3d 556, 564 (D.C. Cir. 1999), cert. denied, 529 U.S. 1037 (2000), meaning that the proponent of the agreement must establish that there has been assent to all material terms on both sides of the agreement, Ekedahl v. COREStaff, Inc., 183 F.3d 855, 858 (D.C. Cir. 1999). The instant motion turns on the fundamental and unobjectionable principle that a contract cannot bind a non-party-i.e., someone who has not assented to be bound to its terms. Equal Empl. Opportunity Comm'n v. Waffle House, Inc., 534 U.S. 279, 294 (2002); see also Charlton v. Mond, 987 A.2d 436, 441 (D.C. 2010) ("Non-parties owe no contractual duty to the contracting parties."). In this case, the Foundation ...


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