MEMORANDUM OPINION AND ORDER
AMIT
P. MEHTA UNITED STATES DISTRICT JUDGE
I.
INTRODUCTION
Plaintiff
Stephen Kelleher contracted with Defendant Dream Catcher to
renovate his home in Washington, D.C., in July of 2014. Dream
Catcher never completed the work, forcing Plaintiff to hire
other contractors to finish the job. Plaintiff contends that
Dream Catcher breached the contract by missing deadlines and
ultimately abandoning the project. Dream Catcher and its
owners, Defendants Heidi Schultz and Cesar de Armas, maintain
that events outside of their control caused delays on the
project, and that Plaintiff prohibited Dream Catcher from
completing the work. Defendants Schultz and De Armas also
assert that they cannot be held liable for any corporate
debts of Dream Catcher, which is now insolvent.
Defendants
have moved for summary judgment only on the question of
whether Plaintiff can pierce the corporate veil, while
Plaintiff seeks summary judgment as to all claims. For the
following reasons, Defendants' Motion is denied, and
Plaintiff's Motion is granted in part and denied in part.
II.
BACKGROUND
A.
Factual Background
Defendant
Dream Catcher LLC (“Dream Catcher”) was a
District of Columbia limited liability entity incorporated in
April 2014 and dissolved in December of 2015. Defs.' Mot.
for Summ. J., ECF No. 57 [hereinafter Defs.' Mot.],
Defs.' Stmt. of Undisputed Material Facts, ECF No. 57 at
4-6 [hereinafter Defs.' Facts], ¶¶ 1, 24;
Pl.'s Opp'n to Defs.' Mot. for Summ. J., ECF No.
60 [hereinafter Pl.'s Opp'n], Pl.'s Opp'n
Facts, ECF No. 60 at 1-10 [hereinafter Pl.'s Opp'n
Facts], ¶¶ 1, 24; Pl.'s Mot. for Partial Summ.
J., ECF No. 58 [hereinafter Pl.'s Mot.], Pl.'s Stmt.
of Undisputed Material Facts, ECF No. 58-1 [hereinafter
Pl.'s Facts], ¶ 48; Defs.' Opp'n to
Pl.'s Mot. for Partial Summ. J., ECF No. 61 [hereinafter
Defs.' Opp'n], Defs.' Opp'n Facts, ECF No.
61-1 [hereinafter Defs.' Opp'n Facts], ¶ 48.
Defendants Cesar de Armas and Heidi Schultz, who are married,
were the sole members of Dream Catcher. Defs.' Facts
¶ 2; Pl.'s Opp'n Facts ¶ 2; Pl.'s Facts
¶ 43; Defs.' Opp'n Facts ¶ 43. Dream
Catcher's business address was the personal home
maintained by the couple and their family. Pl.'s Facts
¶¶ 44, 46, 47; Defs.' Opp'n Facts
¶¶ 44, 46, 47.
On July
14, 2014, Plaintiff Stephen Kelleher entered into a contract
with Dream Catcher (“the contract”) to renovate
his home in Washington, D.C. Pl.'s Facts ¶¶
2-3; Defs.' Opp'n Facts ¶¶ 2-3. Plaintiff
paid Dream Catcher approximately $175, 000 for this work,
including a $44, 000 payment for cabinets, a skylight, and
other materials. Pl.'s Facts ¶¶ 13, 37;
Defs.' Opp'n Facts ¶¶ 13 (not disputing the
amount of the $44, 000 payment or its purpose), 37; Pl.'s
Mot., Ex. 2, ECF No. 58-6 [hereinafter Pl.'s Ex. 2], at
2. The parties agreed that the work would be substantially
completed within “approximately 3 months” of July
21, 2014, with delays permitted for certain specified causes.
Pl.'s Facts ¶ 4; Defs.'s Opp'n Facts ¶
4 (not disputing the content of the contract); Pl.'s
Mot., Ex. 1, ECF No. 58-5 [hereinafter Pl.'s Ex. 1], at
2. The contract also included an express warranty for all
labor and materials used in the project. Pl.'s Facts
¶ 5; Defs.' Opp'n Facts ¶ 5; Pl.'s Ex.
1 at 8.
Nearly
a year later, the project remained incomplete. In early June
of 2015, De Armas and Plaintiff arranged to meet with the
project architect to determine “what it would take for
[De Armas] to complete the job.” Pl.'s Facts ¶
14; Defs.' Opp'n Facts ¶ 14. De Armas did not
show up for the meeting. Pl.'s Facts ¶¶ 7-8,
15; Defs.' Opp'n Facts ¶¶ 7-8, 15.
Plaintiff then noticed his intent to terminate the contract
and gave Defendants an opportunity to cure asserted
deficiencies, but Defendants never responded. Pl.'s Facts
¶¶ 21-25; Defs Opp'n Facts ¶¶ 21-25.
Plaintiff formally terminated the contract in August 2015.
Pl.'s Mot., Pl.'s Ex. 47, ECF No. 58-13. Plaintiff
then hired a replacement contractor, to whom he paid an
additional $123, 824.41 for construction and renovation work
and to complete work left outstanding by Dream Catcher.
Pl.'s Facts ¶¶ 29, 37; Defs.' Opp'n
Facts ¶¶ 29, 37.
De
Armas and Schultz dissolved Dream Catcher in December 2015.
Pl.'s Facts ¶ 49; Defs.' Opp'n Facts ¶
49. At that time, the company's initial financing-a $50,
000 business line of credit for which Schultz was a personal
guarantor, and a $55, 000 second mortgage on Schultz's
Washington, D.C. home-was fully expended. Defs.' Facts
¶¶ 4, 20; Pl.'s Opp'n Facts ¶¶ 4,
20; Pl.'s Facts ¶¶ 78, 79; Defs.' Opp'n
Facts ¶¶ 78, 79. Dream Catcher also had outstanding
debts, including back wages, which Schultz eventually paid
with proceeds from the sale of her home. Pl.'s Facts
¶¶ 75-79; Defs.' Opp'n Facts ¶¶
75-79.
Dream
Catcher undertook three construction projects in its short
life: the Kelleher project, another residential renovation in
Alexandria, Virginia, and a restaurant renovation in
Washington, D.C. Pl.'s Facts ¶¶ 57-58;
Defs.' Opp'n Facts ¶¶ 57-58. Dream Catcher
completed none of the three projects, and each owner told
Dream Catcher not to return to complete the work. Pl.'s
Facts ¶¶ 72-74; Defs.' Opp'n Facts
¶¶ 72-74.
B.
Procedural Background
Plaintiff
originally brought this suit in D.C. Superior Court in May
2016. See Notice of Removal, ECF No. 1 [hereinafter
Notice of Removal], First Compl., ECF No. 1-1. Defendants
removed to this court in October 2016. See Notice of
Removal.
This
court previously granted in part and denied in part
Defendants' Motions to Dismiss, leaving in place
Plaintiff's claims for (1) breach of contract, (2) breach
of warranty, (3) unjust enrichment, (4) breach of implied
covenant of good faith and fair dealing, and (5) unlawful
trade practices. See Am. Compl., ECF No. 13; see
also Kelleher v. Dream Catcher, L.L.C., 263 F.Supp.3d
322 (D.D.C. 2017). The question of whether Plaintiff can
pierce the corporate veil to hold individual defendants De
Armas and Schultz liable for Dream Catcher's actions also
remains before the court. Kelleher, 263 F.Supp.3d at
324-26.
III.
LEGAL STANDARD
Summary
judgment is appropriate “if the movant shows that there
is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.”
Fed.R.Civ.P. 56(a). A “genuine dispute” of a
“material fact” exists when the fact is
“capable of affecting the substantive outcome of the
litigation” and “the evidence is such that a
reasonable jury could return a verdict for the nonmoving
party.” Elzeneiny v. District of Columbia, 125
F.Supp.3d 18, 28 (D.D.C. 2015). In assessing a motion for
summary judgment, the court considers all relevant evidence
presented by the parties. Brady v. Office of Sergeant at
Arms, 520 F.3d 490, 495 (D.C. Cir. 2008). The court
looks at the facts in the light most favorable to the
nonmoving party and draws all justifiable inferences in that
party's favor. Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 255 (1986). If the court determines “no
reasonable jury could reach a verdict in [his] favor, ”
then summary judgment is appropriate. Wheeler v.
Georgetown University Hosp., 812 F.3d 1109, 1113 (D.C.
Cir. 2016). Courts are “not to make credibility
determinations or weigh the evidence.” Holcomb v.
Powell, 433 F.3d 889, 895 (D.C. Cir. 2006).
IV.
DISCUSSION
A.
Piercing ...