Argued September 18, 2014.
This is an unpublished decision under D.C.App. R. 28 (h) and is of no precedential value except when used under res judicata, collateral estoppel, in a criminal action against same defendant or in a disciplinary action against the same respondent.
Appeal from the Superior Court of the District of Columbia. (CAB-4562-11). (Hon. Michael L. Rankin, Trial Judge).
Mickie Bailey for appellant.
Leonard A. Sacks, with whom Jesse S. Keene was on the brief, for appellee.
Before FISHER and THOMPSON, Associate Judges, and STEADMAN, Senior Judge.
Thompson, Associate Judge :
After a bench trial, the Superior Court (the Honorable Michael Rankin) entered judgment in favor of appellee Therrien Waddell, Inc. (" TWI" ), and against appellant United House of Prayer for All People (" UHP" ), requiring UHP to pay damages for what Judge Rankin found to be UHP's breach of a binding and enforceable oral agreement between the parties, under which TWI was to construct an apartment building (the Bailey Park Apartments) at 625 Rhode Island Avenue, N.W. (" the apartment building" ), on a lot owned by UHP. UHP seeks reversal of the judgment, contending that there was no intent to be bound and no enforceable agreement because the parties never reached a meeting of the minds on several material terms. Our analysis differs from the trial court's, but we conclude that the evidence and the law support a conclusion that the parties reached an enforceable oral agreement -- specifically, a binding preliminary commitment to negotiate in good faith toward a written construction agreement, within the framework the parties had agreed upon during a meeting between their representatives in December 2010. We find it necessary, however, to remand the matter to the trial court (1) for an additional finding as to whether UHP acted in bad faith in declining to negotiate with TWI; and, if so, (2) for the court also to determine whether, absent UHP's bad faith, the parties would have entered into a final construction agreement; and (3) for recomputation of a damages award.
The following factual background is drawn from Judge Rankin's July 30, 2013, Memorandum Opinion and from the supporting trial testimony and exhibits. In 2009, UHP retained the firm of Suzane Reatig Architecture, PLLC (" SRA" ) to perform architectural services in connection with the planned apartment building project (the " Project" ). SRA principal Suzane Reatig worked with SRA architect Megan Mitchell to prepare a bid solicitation package. The package included a manual (the " Project Manual" or the " Manual" ) containing the specifications for the building; provided that a standardized contract developed by the American Institute of Architects (" AIA" ), known as AIA A-101-2007, would be the form of contract between UHP and the contractor whose bid was selected; and provided that the general conditions for the contract would be as set forth in Articles 1 through 14 of another standardized agreement known as AIA A-201-2007.
SRA distributed the bid solicitation package in late November 2010, and on December 20, 2010, TWI Senior Project Manager Richard Whalen sent SRA TWI's bid. TWI's bid, the lowest of the four bids
SRA received, proposed a total price of $4,899,000 (including profit of $141,000, representing 3% of the contract cost excluding the cost of obtaining a performance bond) and " a duration of 9 months" (based on an assumption that the Project would start in January or February of 2011). The " Notes & Clarifications" attached to TWI's bid stated that " [w]hile the basic contract form has been indicated, [TWI] reserve[s] the right to negotiate ...