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Zanders v. Baker

Court of Appeals of The District of Columbia

May 16, 2019

Brenda L. Zanders, Appellant/Cross Appellee,
v.
Richard Baker, ET AL., Appellees/Cross Appellants. & Brenda L. Zanders, Appellant/Cross Appellee,
v.
Gordon Thomas, ET AL., Appellees/Cross Appellants.

          Argued November 8, 2017

          Appeals from the Superior Court of the District of Columbia (CAB-8373-04) Hon. John M. Mott, Trial Judge

          John F. Pressley, Jr. for appellant/cross-appellee.

          G. Vann Canada, Jr., with whom Bradford S. Bernstein was on the brief, for appellees/cross-appellants Shirley and Richard Baker.

          Glenn W. D. Golding, with whom David H. Cox was on the brief, for appellees/cross-appellants Gordon Thomas, et al.

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

          Beckwith, Associate Judge

         Brenda 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.

         I. Background

         This 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.

         By the 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 1099-1100.

         In 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), [1] 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.

         Months 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.

         The 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.

         On 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 time-barred. Id.

         While 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.[2]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 subject property.

         The 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.

         On 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.

         II. ...


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