David M. van Leeuwen, et al., Appellants/Cross-Appellees,
Eric Blodnikar, et al., Appellees/Cross-Appellants, and Sam H. Paylor, Appellee.
March 10, 2016
from the Superior Court of the District of Columbia
(CAB-3502-13) Hon. Stuart G. Nash, Trial Judge
S. Blumenthal for appellants/cross-appellees David M. van
Leeuwen and Meghan R. van Leeuwen.
Lorenzo B. Cellini, with whom Jonathan K. Tycko was on the
brief, for appellees/cross-appellants Eric Blodnikar and
F. Pressley, Jr., for appellee Sam H. Paylor.
Thompson and McLeese, Associate Judges, and Belson, Senior
case came to be heard on the transcript of record and the
briefs filed, and was argued by counsel. On consideration
whereof, and as set forth in the opinion filed this date, it
is now hereby
and ADJUDGED that the judgment of the Superior Court is
affirmed in part and vacated in part, and the case is
remanded for further proceedings.
McLeese, Associate Judge
bench trial, the trial court ruled that
appellees/cross-appellants Eric and Terra Blodnikar have an
enforceable contract to purchase a building owned by appellee
Sam H. Paylor. Appellants/cross-appellees David M. and Meghan
R. van Leeuwen challenge that ruling, arguing that they
rather than the Blodnikars have an enforceable contract to
purchase the building. In their cross-appeal, the Blodnikars
argue that the trial court erroneously failed to award them
attorney's fees against Mr. Paylor. We affirm in part,
vacate in part, and remand the case for further proceedings.
following facts appear to be undisputed. Mr. Paylor owned a
three-unit apartment building subject to the Tenant
Opportunity to Purchase Act of 1980 (TOPA), D.C. Code §
42-3404.01 et seq. (2012 Repl.). On February 12, 2013, Mr.
Paylor sent the building's tenants an offer of sale,
giving the tenants an opportunity to purchase the building.
The offer of sale stated a price of $480, 000 and included
the following material term: "5% earnest money deposit
with a contract, and the balance at settlement."
February 26, 2013, Mr. Paylor and the van Leeuwens -- who
were not tenants of the building -- entered into a contract
for the van Leeuwens to buy the building for $538, 000. The
van Leeuwens deposited $25, 000 in earnest money. On March 1
and 2, 2013, all of the buildings' tenants assigned Mr.
Blodnikar their rights under TOPA to purchase the building.
See D.C. Code § 42-3404.06 (tenants may assign
rights under TOPA). On March 4, 2013, the Blodnikars sent a
letter to Mr. Paylor stating that the Blodnikars were
accepting the February 12, 2013, offer of sale. The
Blodnikars did not include a deposit with their letter.
March 10, 2013, Mr. Paylor sent the tenants a second offer of
sale, this time with a price of $538, 000. Mr. Paylor
attached the contract with the van Leeuwens. In response, the
Blodnikars sent letters to Mr. Paylor stating that they had
already accepted the first offer of sale and that ...