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Xenophon Strategies, Inc. v. Jernigan Copeland & Anderson, PLLC

United States District Court, District of Columbia

August 1, 2017



          REGGIE B. WALTON United States District Judge.

         The plaintiff, Xenophon Strategies, Inc. (“Xenophon”), brings this action against the defendant, Jernigan Copeland & Anderson, PLLC (“Jernigan Copeland”), asserting a breach of contract claim predicated on the allegation that the defendant failed to pay “the $319, 858.26 that it is contractually obligated to pay” for Xenophon's performance of “all [of] its obligations under th[e] contract” between Xenophon and Jernigan Copeland. Complaint (“Compl.”) ¶ 1. Currently before the Court is the Plaintiff's Motion for Summary Judgment as to Both Liability and Damages (“Pl.'s Mot.”). Upon consideration of the parties' submissions, [1] the Court concludes for the reasons set forth below that the plaintiff's motion must be granted.

         I. BACKGROUND

         Jernigan Copeland, a “Mississippi law firm, ” Pl.'s Mem. at 6, was one of the law firms retained by the Mississippi State Auditor's Office in 2014 “to pursue claims against a group of nationally prominent plaintiffs' attorneys who had previously represented the State of Mississippi in litigation against . . . large tobacco companies to recover funds on behalf of the State of Mississippi for Medicaid expenses caused by smoking (the [‘]tobacco recovery litigation[']), ” id. at 7. However, “[t]he State of Mississippi ultimately settled this litigation and the plaintiffs' attorneys negotiated to have their attorneys['] fees in the case paid to them directly by the tobacco companies.” Id. The Mississippi State Auditor's office anticipated “filing [a] complaint in the tobacco recovery litigation, ” id. at 8, to recoup “the amounts paid for attorneys' fees” because it believed those funds “were state funds that should have [been] paid to the State of Mississippi and not directly to the plaintiffs' attorneys.” id. at 7. But, on or about May 1, 2015, the Mississippi State Auditor “decided that he would not go forward with his plans to file the lawsuit.” Def.'s Opp'n at 10.

         While representing the Mississippi State Auditor in the tobacco recovery litigation, the lawyers who had been retained by the state auditor, including Jernigan Copeland, “became concerned about the public relations fallout [from] pursuing the case against the plaintiffs' attorneys, . . . given their broad public recognition and the large sums of money involved.” Pl.'s Mem. at 8. Thus, they “reach[ed] out to Xenophon about a possible role in helping to manag[e] the national publicity that was expected to result from the filing of the complaint in the tobacco recovery litigation.” Id. After certain discussions, Xenophon, a “strategic communications firm . . . with expertise and experience in managing the public relations aspects of major national news stories, ” id. at 7, entered into a contract (the “Contract”) with Jernigan Copeland “to provide [Jernigan Copeland] public relations and legal support services in [the] anticipated [tobacco recovery] litigation, ” id. at 4; see also Def.'s Opp'n, Exhibit (“Ex.”) 3 (Affidavit of Arthur Jernigan, Esq. in Support of Jernigan Copeland's Opposition to Xenophon's Motion for Summary Judgment as to Liability and Damages (“Jernigan Aff.”)) ¶ 12 (noting that Jernigan Copeland signed the Contract on December 1, 2014); Compl., Ex. 1 (Contract dated October 20, 2014 (“Contract”)).[2] This Contract is the basis for the parties' dispute.

         Under the Contract, Xenophon was required “to perform discrete tasks for Jernigan Copeland as set forth in the ‘Scope of Services' section [of the Contract], such as ‘designing a campaign plan' or providing ‘recommendations for third party research.'” Def.'s Opp'n at 6 (citing Compl., Ex. 1 (Contract) § 1.1.). In return, Xenophon “[would] be compensated with a monthly retainer of $30, 000 plus expenses.” Compl., Ex. 1 (Contract) § 4.1. Although “Xenophon rendered services pursuant to the Contract that were of acceptable quality, ” Pl.'s Facts ¶ 3; see also Def.'s Facts ¶ 3 (not disputing this fact), “Jernigan Copeland has paid nothing for the services that it received from Xenophon pursuant to the Contract, ” Pl.'s Facts ¶ 4; see also Def.'s Facts ¶ 4 (not disputing this fact). Having not received any compensation for the services performed, Xenophon filed this action seeking compensatory damages, pre-judgment and post-judgment interests, and attorneys' fees and costs, see Compl. at 4, and now moves for summary judgment, arguing that it “is entitled to a judgment that Jernigan Copeland breached the Contract . . . by refusing to pay for the services provided, ” Pl.'s Mot. at 1.


         Courts will grant a motion for summary judgment “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). “A fact is material if it ‘might affect the outcome of the suit under the governing law, ' and a dispute about a material fact is genuine ‘if the evidence is such that a reasonable jury could return a verdict for the non[-]moving party.'” Steele v. Schafer, 535 F.3d 689, 692 (D.C. Cir. 2008) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)).

         On a motion for summary judgment, “[t]he evidence of the non-movant is to be believed, and all justifiable inferences are to be drawn in [its] favor.” Anderson, 477 U.S. at 255 (citation omitted). “Credibility determinations, the weighing of the evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge . . . ruling on a motion for summary judgment . . . .” Id. The movant has the burden of demonstrating the absence of a genuine issue of material fact and that the non-moving party “fail[ed] to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986).

         In responding to a summary judgment motion, the non-moving party “must do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986). Accordingly, the non-moving party must not rely on “mere allegations or denials . . . but must set forth specific facts showing that there [are] genuine issue[s] for trial.” Anderson, 477 U.S. at 248 (one ellipsis omitted) (quoting First Nat'l Bank of Ariz. v. Cities Serv. Co., 391 U.S. 253, 288 (1968)). “The mere existence of a scintilla of evidence in support of the [non-moving party's] position [is] insufficient” to defeat a motion for summary judgment, as “there must be [some] evidence on which the jury could reasonably find for the [non-movant].” Id. at 252.

         III. ANALYSIS

         The parties do not dispute that Jernigan Copeland “is liable to Xenophon in at least some amount” of money. Pl.'s Facts ¶ 5; see also Def.'s Facts ¶ 5 (not disputing this fact). Rather, the parties dispute whether the language of section 4.1 of the Contract regarding the compensation of fees is ambiguous. See Pl.'s Reply at 1; see also Def.'s Opp'n at 1. If the Court deems this provision of the Contract ambiguous, Jernigan Copeland then argues that there is a genuine dispute as to whether a valid contract exists between the parties, and therefore, “Xenophon is not entitled to summary judgment either as to liability or damages on the further grounds that it must demonstrate a meeting of the minds on all of the key terms of the contract.” Def.'s Opp'n at 21. The Court will address these issues in turn, and because the Contract expressly provides that it “shall be governed by and construed in accordance with the laws of the District of Columbia, but excluding the conflict of laws rules thereof, ” Compl., Ex. 1 (Contract) § 7.4, the Court will apply District of Columbia law.

         A. The Language of Section ...

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