Aziken v. District of Columbia
70 A.3d 213
| D.C. | 2013Background
- Smarta Broadway 1919 Club (Aziken) was a member of a local business association that arranged a reimbursable MPD detail for two officers on Friday/Saturday nights near 9th & U St. Aziken paid the Association by check.
- An unsigned MPD invoice listed an event “9th Street Overtime Club,” dates including Jan. 20, 2007, and six hours of police services; the invoice was not signed and contains limited detail.
- On Jan. 20, 2007, the two detail officers made an arrest and went to the station to process it; during their absence a shooter killed a patron at Aziken’s club.
- The club’s liquor license was later revoked and the club closed; Aziken sued the District for breach of contract and sought at least $5,000,000 in damages.
- At summary judgment the District argued (1) Aziken failed to produce the contract or proof of its terms, and (2) even if there was a contract, there was no evidence it required officers to remain on site or be replaced when they left to process arrests.
- The trial court granted summary judgment for the District; the D.C. Court of Appeals affirmed on the alternative ground that Aziken failed to prove contract terms (and failed to supply extrinsic evidence or a basis for implying the terms he relied on).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence and terms of an enforceable contract requiring continuous on‑site police presence or replacement officers | Aziken: the reimbursable‑detail agreement (invoice, MPD testimony, his payment) obligated MPD to provide two officers on Jan. 20 and to replace or keep officers on site if one or both needed to process an arrest | District: no signed contract showing such a term; invoice ambiguous and does not prove a requirement to remain on site or to provide replacements | Held: No admissible extrinsic evidence proving the disputed term; invoice ambiguous but plaintiff failed to produce evidence of parties’ negotiations or course of performance; summary judgment affirmed for District on this ground |
| Whether a jury could decide breach based on differing party understandings of the contract | Aziken: differing understandings create a triable issue for the jury | District: even if ambiguous, plaintiff must produce extrinsic evidence; without it, no jury question | Held: Ambiguity alone does not preclude summary judgment; without extrinsic evidence a jury could not legitimately resolve parties’ intent |
| Whether court should imply a contractual term obligating MPD to replace officers or limit departures | Aziken: court should imply the reasonable term that officers would be replaced or only one could leave | District: no evidence of custom, practice, or that parties would have agreed to such a term; courts should not graft terms not agreed to | Held: Court declined to imply such terms—no evidence of customary practice or that parties would have agreed—so implying terms would be speculative |
| Foreseeability/causation of damages from officers’ absence | Aziken: foreseeability and causation of damages (shooting leading to license revocation) are jury questions | District: damages and foreseeability not demonstrable without speculation; District not contractually liable for third‑party criminal acts absent clear term | Held: Court affirmed on contract‑term failure and did not need to reach foreseeability in detail; trial court’s foreseeability rationale reinforces outcome but alternative ground dispositive |
Key Cases Cited
- Wright v. Howard Univ., 60 A.3d 749 (D.C. 2013) (standard of review on summary judgment)
- Bradshaw v. District of Columbia, 43 A.3d 318 (D.C. 2012) (summary judgment proper when opposing party has no proof)
- Hartford Fin. Servs. Group v. Hand, 30 A.3d 180 (D.C. 2011) (objective contract interpretation; written language governs absent ambiguity)
- Dodek v. CF 16 Corp., 537 A.2d 1086 (D.C. 1988) (ambiguity exists only when reasonable person could find more than one meaning; court decides ambiguity as a matter of law)
- Barnes v. Gorman, 536 U.S. 181 (2002) (discussion that reasonably implied contractual terms are those parties would have agreed to)
- EastBanc, Inc. v. Georgetown Park Assocs. II, L.P., 940 A.3d 996 (D.C. 2008) (contract terms must be sufficiently clear for court to determine breach)