Argued
December 21, 2018
Appeal
from the Superior Court of the District of Columbia
(CAR-4028-16) Hon. Brian F. Holeman, Trial Judge
Charles Gormly for appellants.
Dorene
Haney for appellees.
David
Carpman, Rachel A. Rintelmann, and Jonathan H. Levy were on
the brief for the Legal Aid Society of the District of
Columbia, amicus curiae in support of appellants.
Joel
Cohn, Dennis Taylor, Amir Sadeghy, and Umar Ahmed were on the
brief for the District of Columbia Office of the Tenant
Advocate, amicus curiae in support of neither party.
Karl
A. Racine, Attorney General for the District of Columbia,
Loren L. AliKhan, Solicitor General, Caroline S. Van Zile,
Deputy Solicitor General, and Lucy E. Pittman were on the
brief for the District of Columbia, amicus curiae in support
of appellees.
Before
Glickman and McLeese, Associate Judges, and Nebeker, Senior
Judge.
MCLEESE, ASSOCIATE JUDGE:
Under
the Tenant Opportunity to Purchase Act of 1980 (TOPA), D.C.
Code § 42-3404.01 et seq. (2012 Repl. & 2018 Supp.),
tenants have certain rights if the owner of a rental
accommodation wishes to sell the accommodation, including a
right to notice and a right of first refusal. Appellant
Margaret Williams is a tenant in a four-unit housing
accommodation. Appellees James C. Kennedy, Clara Kennedy, and
Victor Robinson ("owners") have an interest in the
accommodation. Ms. Williams claims that she was denied her
TOPA rights in connection with a transaction in 2015 and a
proposed transaction in 2016. The trial court granted summary
judgment to the owners, ruling that both transactions were
not covered by TOPA. We affirm.
I.
Background
Except
as noted, the following facts appear to be undisputed. In
1986, Mr. Kennedy, Barbara Martin, and Mr. Robinson formed a
partnership for the purpose of purchasing and operating the
accommodation. The partnership agreement granted Mr. Kennedy
and Ms. Martin 40% interests in the partnership and Mr.
Robinson a 20% interest in the partnership. In the same year,
Mr. Kennedy, Ms. Martin, and Mr. Robinson purchased the
accommodation. The deed of sale specified that Mr. Kennedy
and his wife had a 40% undivided interest in the
accommodation as tenants by the entirety; Ms. Martin and her
husband had a 40% undivided interest as tenants by the
entirety; and Mr. Robinson had a 20% undivided interest.
In
2004, Ms. Martin, whose husband had passed away, quitclaimed
her 40% interest in the accommodation to Mr. and Ms. Kennedy.
Although it appears that the partnership agreement was
amended in 2004, that amended partnership agreement is not
part of the record in this court. In 2015, the Kennedys and
Mr. Robinson executed a deed conveying some of the
Kennedys' interest in the accommodation to Mr. Robinson,
leaving Mr. Robinson with an undivided 85% interest in the
accommodation and the Kennedys with an undivided 15% interest
in the accommodation, as tenants by the entirety. The tenants
of the accommodation were not given notice of the 2015
transaction.
Finally,
in 2016, the Kennedys decided to transfer their remaining
interest in the accommodation to Mr. Robinson. They provided
Ms. Williams with notice of that proposed transaction, but
took the position that the transaction was not covered by
TOPA.
Ms.
Williams sued, claiming that the 2015 transaction and the
proposed 2016 transaction were sales covered by TOPA and that
she had been denied her rights under TOPA. Ms. Williams had
assigned TOPA rights to Christopher Hauser and Michael
Kiefer, and they also are plaintiffs. (For purposes of this
appeal, nothing turns on this assignment, so for ease of
reference we hereinafter use "Ms. Williams" to
refer to the plaintiffs.) The owners moved for summary
judgment, arguing that the transactions at issue were not
sales within the meaning of TOPA. The trial court agreed and
granted summary judgment to the owners.
II.
Standard of Review
"To
prevail on a motion for summary judgment, a party must
demonstrate that there is no genuine issue of material fact
and that it is entitled to judgment as a matter of law."
Bartel v. Bank of Am. Corp., 128 A.3d 1043, 1045
(D.C. 2015) (brackets and internal quotation marks omitted).
"This court's review of orders granting summary
judgment is de novo, with the court conducting an independent
review of the record and applying the same substantive
standard used by the trial court. We construe the record in
the light most favorable to the party opposing summary
judgment." Id.
We
decide issues of statutory interpretation de novo.
Facebook, Inc. v. Wint, 199 A.3d 625, 628 (D.C.
2019). "We first look to see whether the statutory
language at issue is plain and admits of no more than one
meaning. We will give effect to the plain meaning of a
statute when the language is unambiguous and does not produce
an absurd result." Id. (citation and internal
quotation marks omitted). We also consider statutory context
and structure, evident legislative purpose, and the potential
consequences of adopting a given interpretation.
E.g., J.P. v. District of Columbia, 189
A.3d 212, 219 (D.C. 2018); Cherry v. District of
Columbia, 164 A.3d 922, 928 (D.C. 2017); Frey v.
United States, 137 A.3d 1000, 1004 (D.C. 2016). "We
may ...