950 F. Supp. 2d 130
D.D.C.2013Background
- Landmark contracted to provide consulting services to NFPHC; NFPHC disputed invoices totaling $250,273.08.
- Landmark filed suit; NFPHC counterclaimed, asserting Landmark breached the contract by failing to provide certain services.
- At filing, Landmark had not registered to do business in DC; later obtained DC registration after suit began.
- Court held lack of registration deprived it of subject matter jurisdiction; allowed supplemental complaint under Rule 15(d) within 30 days.
- Parties must submit supplemental briefing on Landmarks’ trade name registration and whether Landmark holds the required DC business license.
- Landmark’s cross-motion for summary judgment denied; court plans Daubert process for expert witnesses.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Do DC registration and door closing affect subject matter jurisdiction? | Landmark argues registration cures standing; later filing should not destroy jurisdiction. | Lack of registration at filing defeats diversity jurisdiction; only supplementation can cure. | Lack of registration at filing deprives jurisdiction; supplemental complaint allowed within 30 days. |
| Is Landmark’s trade name registration a prerequisite to suit in DC? | Registration of trade name may cure defect if same name is registered with DCRA. | Unregistered trade name bars suit until proper registration is completed. | Supplemental briefing required to determine trade name registration status; cure possible if properly registered. |
| Whether Landmark needed a DC general business license to recover on the contract? | License requirement applies to businesses; Landmark may be exempt or require disclosure. | License requirement potentially bars recovery unless Landmark has license. | Supplemental briefing required to determine license status; not resolved on current record. |
| Did Landmark’s lack of registration constitute a material breach of the contract? | Non-registration not a core contract term affecting performance. | Non-registration could justify termination and excuse performance. | No material breach shown; counterclaim denied on this basis. |
| Can Landmark’s cross-motion challenge NFPHC’s expert testimony be decided on summary judgment? | Challenge to experts should be resolved via Daubert motions; merits at summary judgment stage possible. | Admissibility challenges belong in limine; not appropriate at summary judgment. | Sufficiency challenges to expert testimony deferred; not decided on summary judgment. |
Key Cases Cited
- Telephone & Data Systems, Inc. v. FCC, 966 F.2d 696 (D.C. Cir. 1992) (door closing statute governs diversity jurisdiction in DC)
- York & York Construction Company v. Alexander, 296 A.2d 710 (D.C. 1972) (failure to register suspends, but does not necessarily defeat, access to courts)
- Hill-Lanham, Inc. v. Lightview Dev. Corp., 163 F. Supp. 475 (D.D.C. 1957) (registration-related disability can be temporary and curable)
- Prasco, LLC v. Medicis Pharm. Corp., 537 F.3d 1329 (Fed. Cir. 2008) (supplemental pleadings can cure jurisdictional deficiencies)
- Campbell v. Fort Lincoln New Town Corp., Inc., 55 A.3d 379 (D.C. 2012) (non-disclosure of information not a material breach unless it deprives party of benefits)
- 3511 13th St. Tenants’ Ass’n v. 3511 13th St., N.W. Residences, LLC, 922 A.2d 439 (D.C. 2007) (material breach analysis considers extent of deprivation of expected benefits)