Submitted December 20, 2016
from the Superior Court of the District of Columbia
(CAB-3623-14) Hon. Maurice A. Ross, Trial Judge
F. Werblood for appellant.
Marian Chou for appellee.
Easterly, Associate Judge, and Washington [*] and Ferren, Senior Judges.
EASTERLY, ASSOCIATE JUDGE:
Maryam Ashrafi sued appellee Leonardo Daniel Fernandez, her
former boyfriend, for breach of an oral contract to repay a
$7500 loan she made to him with the understanding that it
would help him pay for his cancer treatment. To prove her
case at her bench trial, Ms. Ashrafi testified about her oral
agreement with Mr. Fernandez and submitted as exhibits bank
records showing a withdrawal of $7500 and text messages with
Mr. Fernandez about a transfer to him in the same amount. Mr.
Fernandez testified in his own defense and denied receiving
any money from Ms. Ashrafi, discussing a loan with her,
having cancer, or telling her that he had cancer. The trial
court issued its verdict via a written order consisting of
"findings of fact"-better described as a recitation
of witness testimony-and "conclusions of law," in
which it determined that Ms. Ashrafi had "not carr[ied]
her burden of establishing a contractual relationship between
the parties." On appeal Ms. Ashrafi argues the trial
court erred (1) "by not following its [p]retrial
[o]rder" which identified Mr. Fernandez's defenses
and did not include a
failure-to-prove-the-elements-of-a-contract argument, (2) by
failing to assess Mr. Fernandez's credibility after he
was impeached with a prior conviction for petty larceny; and
(3) by "determining that [Ms. Ashrafi] did not present
any documentary evidence and [by] not addressing [her] nine
(9) exhibits admitted into evidence." For the reasons
discussed below, we agree that the trial court's judgment
must be vacated, and we remand the case for further
consideration consistent with this opinion.
quickly dispense with Ms. Ashrafi's first argument that
the trial court erred by considering whether she had proved
the elements of an enforceable oral contract when the legal
insufficiency of her evidence was not specifically identified
either in Mr. Fernandez's Answer or in the pretrial order
as one of his defenses (instead he disclaimed ever receiving
any money from Ms. Ashrafi). We review this legal argument de
novo, Strauss v. NewMarket Global Consulting Grp., 5
A.3d 1027, 1032 (D.C. 2010), and reject it. Regardless of the
defenses raised by Mr. Fernandez, Ms. Ashrafi, as the
plaintiff, bore the burden to prove her breach of contract
claim. Id. at 1033 ("The party
asserting the existence of the oral contract has the burden
of proving that an enforceable agreement exists."). As
the court acknowledged in its Findings of Fact and
Conclusions of Law, the elements of an oral contract are (1)
an agreement to all material terms and (2) intent of the
parties to be bound. Order at 5 (quoting EastBanc, Inc.
v. Georgetown Park Associates, II, L.P., 940 A.2d 996,
1002 (D.C. 2008)). See also New Econ. Capital, LLC v. New
Mkts. Capital Grp., 881 A.2d 1087, 1094 (D.C. 2005)
("[T]he alleged oral agreement must meet the dual
requirements of intent and completeness.") (internal
citations, brackets, and quotation marks omitted). The court
correctly understood that it was obligated to assess whether
Ms. Ashrafi had proved the existence of an oral contract.
Thus, the court did not err when it analyzed whether there
was, in fact, an enforceable oral contract between the
troubled, however, by the court's determination that Ms.
Ashrafi did not prove the existence of such a contract.
Reading the trial court's final order, it is difficult to
understand the basis on which the court ruled. See Wright
v. Hodges, 681 A.2d 1102, 1105 (D.C. 1996) (noting that
"[u]nder Super. Ct. Civ. R. 52(a), the trial court in a
nonjury case is required to state sufficient findings of fact
and conclusions of law to permit meaningful appellate
review"). It may be that the court concluded that, even
crediting Ms. Ashrafi's testimony, she failed to prove
the elements of an oral contract by the requisite
preponderance of the evidence. Or it may be that the court made
factual findings adverse to Ms. Ashrafi that led it to
conclude that her narrative addressing these elements was not
credible. Either way, for the reasons Ms. Ashrafi highlights
in her brief, we are unable to affirm.
trial court may have determined that, even crediting Ms.
Ashrafi's testimony, the evidence did not support a
finding by a preponderance of the evidence that she had an
enforceable oral contract with Mr. Fernandez. Reviewing this
legal issue de novo, Thai Chili, Inc. v. Bennett, 76
A.3d 902, 909 (D.C. 2013), we cannot agree that Ms.
Ashrafi's evidence, if credited, was legally deficient.
Ms. Ashrafi presented evidence in the form of her own
testimony and supporting documentation; and this evidence, if
credited, sufficed to show that she and Mr. Fernandez had
agreed to the material terms of a short-term loan and had an
intent to be bound by them.
Ms. Ashrafi testified that in September 2013, she and Mr.
Fernandez had an oral agreement that she would lend him $7500
in cash. She explained that she had money "sitting in a
bank waiting for my home to be built" and she offered to
lend it to Mr. Fernandez with the understanding he was going
to use it to pay for cancer treatment. He initially refused
the loan but, a few days later, told her "I do need that
money." Ms. Ashrafi submitted bank records showing that,
on September 18 (a Wednesday), she transferred $7500 from her
brokerage account to her checking account. She also submitted
a text exchange with Mr. Fernandez informing him of the
transfer. Her text stated: "I . . . transferred $7500 to
my bank account. When do you want the money order or can I
write a check?" He responded: "Thanks babe. I can
buy the money order[.] If you want you can give the check
tomorrow. . . . I will call them to let them know that Friday
[I']ll pay thanks love." Ms. Ashrafi testified that
Mr. Fernandez later told her that he did not want to
inconvenience her by requiring her to get a money order and
that he could not wait for a check to clear because he needed
to submit the money toward his treatments that Friday. Her
bank statement shows a teller withdrawal of the same amount
the next day (Thursday). Ms. Ashrafi also testified that,
after withdrawing the funds, she met Mr. Fernandez at his
apartment and placed the cash on top of his dresser. Mr.
Fernandez put the money in the top drawer before they went
out to dinner.
Ashrafi further presented evidence that she and Mr. Fernandez
both understood that the $7500 was a short-term loan. Ms.
Ashrafi testified that she and Mr. Fernandez had numerous
discussions about him repaying her. Initially, he told her he
would repay her by asking his mother to sell some land in
Bolivia (where his mother lived). Later, he told her that his
mother also had cancer but that his plan was still to repay
Ms. Ashrafi with a Bolivian land sale. Ms. Ashrafi testified
she did not make a demand for payment until a few months
after the relationship ended; at that point she needed the
money because her house had been completed. She submitted
copies of her text messages and emails documenting her
requests for repayment.
unclear how the trial court accounted for this evidence in
its verdict. Examining the trial court's findings of
fact, we note that the court simply documented the "he
said; she said" testimony of both parties and never cited,
much less detailed, Ms. Ashrafi's documentary exhibits.
Likewise, in its conclusions of law the trial court continued
to altogether ignore these materials and, in addition,
incorrectly faulted Ms. Ashrafi for failing either to proffer
evidence "corroborat[ing]" her testimony that she
made the loan or to "create a paper record of the
the trial court's reasoning is flawed in multiple
respects. First, we are unaware of any corroboration
requirement to prove an oral contract. Second, Ms. Ashrafi
did provide corroboration, in the form of text messages and
bank records, as detailed above. And third, given that Ms.
Ashrafi's claim was that Mr. Fernandez had breached an
enforceable oral contract, a legitimate cause of
action in the District,  the fact ...