144 A.3d 565
D.C.2016Background
- Owner Paylor sent a TOPA offer of sale on Feb 12, 2013 listing price $480,000 and stating "5% earnest money deposit with a contract, and the balance at settlement."
- On Feb 26, 2013 Paylor contracted to sell the building to non-tenants van Leeuwens for $538,000 with $25,000 earnest money paid.
- Tenants assigned rights to Eric and Terra Blodnikar on Mar 1–2, 2013; on Mar 4 the Blodnikars sent a written acceptance of Paylor’s Feb 12 offer but did not include a deposit.
- Paylor later sent revised offers (Mar 10 and later in April) at $538,000 attaching the van Leeuwens’ contract; van Leeuwens leased a unit after an eviction and asserted TOPA rights.
- Trial court found the Blodnikars had validly accepted the first offer and ordered Paylor to sell to them; trial court denied the Blodnikars’ request for attorney’s fees.
- On appeal the court affirmed that the Blodnikars’ acceptance formed a contract (no contemporaneous deposit required), vacated in part, and remanded to address competing-tenant/TOPA timing issues; fee denial was affirmed.
Issues
| Issue | Plaintiff's Argument (van Leeuwen / Blodnikar) | Defendant's Argument (Blodnikar / van Leeuwen / Paylor) | Held |
|---|---|---|---|
| Whether Blodnikars’ Mar 4 response formed a binding acceptance despite no immediate 5% earnest money | van Leeuwens: deposit was a condition precedent to acceptance, so no contract formed | Blodnikars: deposit required only with the ratified contract later, so acceptance of material terms sufficed | Court: affirmed trial court — acceptance valid; deposit payable with ratified contract, not at moment of acceptance |
| Whether a later tenant/competitor (van Leeuwens) could submit competing TOPA interest and displace prior tenant acceptance | van Leeuwens: they became tenants and timely exercised TOPA, so Paylor could accept their higher offer | Blodnikars: once they accepted first offer a contract formed and later tenants cannot obtain rights to block that sale | Court: remanded — §42-3404.10 may permit later tenant submissions to trigger a 90‑day negotiation period and possibly displace earlier acceptance; trial court must decide timing, joint vs. individual responses, timeliness, and bona fide tenancy issues |
| Whether trial court erred by denying attorney’s fees to Blodnikars | Blodnikars: prevailing TOPA plaintiffs should receive fees; Paylor acted improperly | Paylor: acted in good faith; fee award discretionary and procedural objections | Court: affirmed denial — Blodnikars failed to preserve procedural objection, did not contest Paylor’s good faith at trial, and raised presumption-for-fees argument too late |
| Whether procedural errors (timing of fee motion) or new appellate arguments warrant reversal | Blodnikars: trial court should have waited for a Rule 54(d) post-judgment motion; entitlement argument raised on appeal | Paylor: no timely objection in trial court; appellate arguments forfeited | Court: affirmed — procedural objection forfeited; new fee-policy argument not considered because raised first in reply brief |
Key Cases Cited
- 1836 S St. Tenants’ Ass’n v. Estate of Battle, 965 A.2d 832 (D.C. 2009) (describing how TOPA acceptance of material terms can create a binding contract while leaving nonmaterial terms for later negotiation)
- Folks v. District of Columbia, 93 A.3d 681 (D.C. 2014) (appellate courts may remand unresolved factual or legal issues to the trial court for initial resolution)
- Brown v. United States, 864 A.2d 996 (D.C. 2005) (parties cannot assert positions on appeal that contradict their trial positions)
- District of Columbia Hous. Auth. v. District of Columbia Office of Human Rights, 881 A.2d 600 (D.C. 2005) (acquiescence or failure to object in the proceedings below can result in forfeiture of claims on appeal)
- Howell v. District of Columbia Zoning Comm’n, 97 A.3d 579 (D.C. 2014) (appellate courts generally do not consider arguments raised for the first time in a reply brief)