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Francis v. Rehman

Court of Appeals of Columbia District

February 26, 2015

MICHAEL FRANCIS and QUEUE, LLC, APPELLANTS,
v.
MUNIR REHMAN and HAK, LLC, APPELLEES

Submitted November 6, 2014

Page 616

Appeal from the Superior Court of the District of Columbia. (CAB-473-13).

Earl " Trey" Mayfield and Michael P. Lewis were on the brief for appellants.

Matthew August LeFande was on the brief for appellees.

Before GLICKMAN and THOMPSON, Associate Judges, and PRYOR, Senior Judge.

OPINION

Page 617

Thompson, Associate Judge.

In January 2013, plaintiffs/appellants Michael Francis and Queue, LLC (" Queue" ) brought suit against defendants/appellees Munir Rehman and HAK, LLC (" HAK" ), alleging breach of contract, unjust enrichment, breach of fiduciary duties, and fraud and seeking an accounting. After the Superior Court dismissed certain of the claims and afforded appellants leave to amend their fraud claim, appellants voluntarily dismissed the remaining claims, positioning themselves to bring this appeal challenging the court's order that granted in part appellees' motion to dismiss. Although a developed record might show that appellees are entitled to judgment on the ground that the underlying contract (for " design services" ) was unenforceable because appellant Francis lacked a license to practice architecture in the District of Columbia, we are persuaded that the court could not so determine at the motion-to-dismiss stage. Accordingly, we reverse the judgment and remand for further proceedings.

I. Background

Appellants alleged the following in their First Amended Complaint. Appellant Francis is the owner and operator of appellant Queue and is a minority owner of HAK. Appellee Rehman is a nightclub and restaurant developer and the controlling owner of HAK, which operates a bar/restaurant/nightclub establishment at 1219 Connecticut Avenue, N.W. (" 1219 Connecticut" ).

In 2008, Francis and Queue agreed to provide " design services" for Rehman's then-new 1219 Connecticut venture. Appellants were " to be compensated through profits obtained with Mr. Francis as a co-owner of the business. Specifically, Francis and Rehman agreed that Francis would be reimbursed for his actual expenses in obtaining the various services, would be paid a fee of $25,000, and would have a 2.5% ownership interest in HAK. The " design services consisted of . . . obtaining design services from a licensed architect and third party consultant services[,]" such as those of lighting designers and structural engineers. The First Amended Complaint further alleges that, " [w]ith [Rehman's]

Page 618

knowledge and consent," Francis " obtained those designs from Jerald Clark, a licensed architect in the District of Columbia." It avers that " [a]ll design drawings provided for Mr. Rehman's projects by Architect Clark were prepared under his direct supervision and responsibility [and] bore his seal[.]" Appended to the First Amended Complaint is a copy of a March 2009 Joint Ownership Agreement, under which, in exchange for receiving a 2.5% ownership interest in HAK, appellant Francis was to " contribute his time, talent, and resources to performing the ...


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