Brenda L. Zanders, Appellant/Cross Appellee,
Richard Baker, ET AL., Appellees/Cross Appellants. & Brenda L. Zanders, Appellant/Cross Appellee,
Gordon Thomas, ET AL., Appellees/Cross Appellants.
November 8, 2017
Appeals from the Superior Court of the District of Columbia
(CAB-8373-04) Hon. John M. Mott, Trial Judge
F. Pressley, Jr. for appellant/cross-appellee.
Vann Canada, Jr., with whom Bradford S. Bernstein was on the
brief, for appellees/cross-appellants Shirley and Richard
W. D. Golding, with whom David H. Cox was on the brief, for
appellees/cross-appellants Gordon Thomas, et al.
Beckwith and McLeese, Associate Judges, and Washington,
Beckwith, Associate Judge
Zanders and Joseph Reid were in a romantic relationship when
Mr. Reid bought a house for Ms. Zanders to reside in, fix up,
and make mortgage payments on. He agreed to sell Ms. Zanders
the house in a few years, once she improved her financial
standing. At the three-year mark, their relationship had
ended, but they nonetheless renewed the agreement for another
term. By the end of the second three-year period, Mr. Reid
had taken out three mortgages on the property, and instead of
selling the property to Ms. Zanders, Mr. Reid sold the
property to Shirley and Richard Baker. Ms. Zanders sued both
Mr. Reid and the Bakers and, during the pendency of the first
appeal, the Bakers sold the property to Tina Brower-Thomas
and Gordon Thomas. Ms. Zanders added the Thomases as
defendants to her lawsuit on remand, where she ultimately
failed to prevail on the majority of her claims. All parties
involved- Ms. Zanders, the Bakers, and the Thomases-appealed
from the trial court's order on various grounds, but the
thrust of the various issues now presented is whether Ms.
Zanders should get title to the property or compensation from
the Bakers and Thomases for depriving her of that title. For
the reasons discussed in this opinion, we reverse the trial
court's order granting nominal damages for Ms. Zanders
but in all other respects affirm.
case comes to us for the second time on appeal with a new
host of arguments and a different set of parties. As
partially summarized in our first decision, Zanders v.
Reid, 980 A.2d 1096 (D.C. 2009) (Zanders I),
the relevant facts are as follows. In 1997, Brenda Zanders
wanted to purchase a property at 311 T Street, Northwest.
Id. at 1098-99. Because she had a poor credit
rating, Joseph Reid orally agreed to obtain a mortgage for
her in his name and transfer title of the property to her in
three years, once she had improved her credit sufficiently to
obtain a mortgage in her own name. Id. at 1099. Ms.
Zanders contributed to the down payment and over the next few
years made monthly mortgage payments and invested in
renovations on the property. Id. Mr. Reid took out a
second mortgage-purportedly to cover construction costs for
renovations that were needed on the property-but instead, Mr.
Reid used the money to recoup his share of the original down
payment and pay off other debts in his name. Id.
end of the three-year period, Ms. Zanders's relationship
with Mr. Reid had ended. Id. Ms. Zanders had not
been able to obtain a mortgage, but continued to live on the
property and make mortgage payments. Id. In 2001,
Mr. Reid took out a third mortgage, again keeping all
proceeds for himself, raising the total indebtedness to $191,
000. Id. Later that year, he and Ms. Zanders met to
discuss another refinancing, and agreed, according to Ms.
Zanders, to an additional three years for Ms. Zanders to
obtain a mortgage in her name for the property-at which time
Mr. Reid would convey title to her in accordance with the
original agreement. Id. Ms. Zanders continued to
live on the property and to make mortgage payments.
Id. In 2003, she paid the property taxes to prevent
the house from being sold at a tax sale, and also covered
other renovation and maintenance costs. Id. at
2004, at the conclusion of the second three-year term, Ms.
Zanders offered to purchase the property from Mr. Reid for
$190, 000. Id. at 1100. Mr. Reid rejected that
offer, instead offered to sell Ms. Zanders the house for
$300, 000, and when she refused, entered into a conditional
agreement with Richard and Shirley Baker to sell them the
property for $350, 000. Id. Consistent with the
requirements of the Tenant Opportunity to Purchase Act
(TOPA),  Mr. Reid notified Ms. Zanders of her right
of first refusal, which she allegedly attempted to exercise.
Id. Mr. Reid still proceeded to sell the property to
the Bakers for the agreed-upon price, while Ms. Zanders
continued to live on the property. Id.
later, Ms. Zanders filed a complaint against Mr. Reid and the
Bakers, alleging causes of action for breach of contract,
promissory estoppel, fraud, interference with contractual
relations, intentional interference with business expectancy,
and violation of Ms. Zanders's right of first refusal
under TOPA. Id. She also filed a lis
pendens on the property with the Recorder of Deeds.
Around the same time, the Bakers filed an action against Ms.
Zanders in the Landlord and Tenant Branch in order to evict
her for nonpayment of rent. Id. A protective order
was entered in that action directing Ms. Zanders to pay rent
to the court registry, and that action was later consolidated
with the civil action. Id.
trial court granted the Bakers' motion to strike Ms.
Zanders's claims against them and for the entry of
judgment in their favor, due to Ms. Zanders's failure to
make the rent payments required by the protective order.
Id. The suit against Mr. Reid proceeded to trial,
but only the TOPA claim was ultimately submitted to the jury,
and the court instructed the jury to determine an award for
monetary damages only-rejecting Ms. Zanders's argument
that she should be entitled to specific performance in the
form of regaining possession of or title to the house.
Id. at 1102-03. The jury awarded Ms. Zanders $210,
000 in damages. Id. at 1103.
appeal, we held that, though the entry of judgment for the
Bakers in their Landlord and Tenant action against Ms.
Zanders should stand, the trial court had erred by dismissing
Ms. Zanders's claims for fraud and tortious interference
with her contractual right to purchase her home from Mr.
Reid. Id. at 1102. We also held that the court had
erroneously dismissed her claims against Mr. Reid for breach
of contract and promissory estoppel, and that on remand, Ms.
Zanders was entitled to the enforcement of the jury award for
monetary damages against Mr. Reid, as well as to the
court's consideration of a constructive trust against him
on any property that he might have acquired using the
proceeds from his sale of the house to the Bakers.
Id. at 1104. Finally, we stated that on remand Ms.
Zanders could seek to add a TOPA claim against the Bakers as
alleged non-bona fide purchasers, assuming her claim was not
our decision in the first appeal was pending, the Bakers sold
the property to Tina Brower-Thomas and Gordon Thomas. On
remand, Ms. Zanders initially filed a complaint against Mr.
Reid, the Bakers, and the Thomas parties.Ms. Zanders's
fifth and final amended complaint named only the Bakers and
the Thomas parties, requested a declaratory judgment that
neither party was a bona fide purchaser of the property,
included a claim for a resulting and constructive trust
against all parties, and alleged intentional interference
with business expectancy and TOPA claims against the Bakers.
In addition to monetary damages, Ms. Zanders requested an
order setting aside any deed of property issued to the Bakers
and an order for specific performance of the agreed upon
trial court found that the Bakers and the Thomas parties were
estopped and precluded from relitigating whether Ms.
Zanders's TOPA rights were violated because each party
was in privity with Mr. Reid and that neither party was a
bona fide purchaser without notice. It therefore awarded Ms.
Zanders nominal damages against the Bakers. The court
declined to enter a constructive or resulting trust on the
property, found that Ms. Zanders could not prevail on her
claim for tortious interference, and denied Ms. Zanders's
request for specific performance. In its order denying
reconsideration, the trial court further declined to find the
Bakers jointly and severally liable for Mr. Reid's TOPA
violation or to enter a default judgment for Mr. Reid on the
claims alleged against him in the second amended complaint.
appeal, Ms. Zanders argues on various grounds that the court
erred by not entering a default judgment against Mr. Reid,
not awarding Ms. Zanders the property, not imposing a
constructive and resulting trust, and not finding the Bakers
jointly and severally liable for the award against Mr. Reid.
The Bakers and the Thomas parties argue that the court erred
by finding that they were precluded from arguing that Ms.
Zanders's TOPA rights were not violated, and the Thomas
parties additionally argue that they should be entitled to
attorney's fees. We address these arguments in turn.