HVAC Specialist, Inc. v. Dominion Mechanical Contractors, Inc.

         Argued February 21, 2018

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[Copyrighted Material Omitted]

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          Appeals from the Superior Court of the District of Columbia, (CAB-9870-15), (Hon. Jeanette Jackson Clark, Trial Judge)

         Nancy D. Greene for appellant/cross-appellee.

         Stephanie M. Rochel, admitted pro hac vice, for appellee/cross-appellant. Richard Mann and Hanna L. Blake were on the brief.

         Before Thompson and Beckwith, Associate Judges, and Washington, Senior Judge.

          OPINION

         Thompson, Associate Judge:

          These consolidated appeals are from Superior Court orders that dismissed claims and counterclaims brought by appellant/cross-appellee HVAC Specialist, Inc. ("HVAC") and appellee/cross-appellant Dominion Mechanical Contractors, Inc. ("Dominion"). All of the claims and counterclaims relate to the renovation of the Takoma Elementary School in the District of Columbia, a project for which HVAC was a heating, ventilation, and air conditioning subcontractor to Dominion. In a March 11, 2016, order (the "March 11 order"), the Superior Court dismissed HVAC’s claim against Dominion for indemnification or contribution. Subsequently, through a November 17, 2016, order (the "November 17 dismissal order"), the court dismissed all of the remaining claims and counterclaims on the ground that the subcontract was illegal, and therefore void, because, at all relevant times, HVAC

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lacked the relevant license to do business in the District of Columbia as a refrigeration and air conditioning contractor. We affirm the judgment of the Superior Court.

          I.

         The subcontract, dated August 2, 2011, required HVAC to "perform a portion of the heating, ventilation and air conditioning work" on the project. Specifically, HVAC was to furnish and install refrigeration piping, to receive and install heating, ventilation, and air conditioning equipment, to charge the equipment with gas, and to assist with the startup of equipment at the elementary school. HVAC ran into difficulties paying its employees and suppliers, and Dominion eventually terminated the subcontract for HVAC’s alleged default. There followed the parties’ claims and counterclaims for breach of contract and related causes of action. HVAC, a Virginia corporation, filed its initial complaint in December 2012, while it was an unregistered "foreign filing entity or foreign limited liability partnership doing business in the District," a status that precluded it from "maintain[ing] an action in the District." D.C. Code § 29-105.02 (b) (2011). Dominion moved for dismissal of HVAC’s complaint on that basis, and the Superior Court dismissed the original complaint without prejudice. HVAC filed its new complaint on December 22, 2015. Dominion initially responded by filing a motion to dismiss, arguing that the court ...