February 21, 2018
[Copyrighted Material Omitted]
Appeals from the Superior Court of the District of Columbia,
(CAB-9870-15), (Hon. Jeanette Jackson Clark, Trial Judge)
D. Greene for appellant/cross-appellee.
M. Rochel, admitted pro hac vice, for
appellee/cross-appellant. Richard Mann and Hanna L. Blake
were on the brief.
Thompson and Beckwith, Associate Judges, and Washington,
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 HVACs 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
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.
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 HVACs
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 HVACs 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 ...