LANQUEST CORP. v. McMANUS & DARDEN LLP
796 F. Supp. 2d 98
D.D.C.2011Background
- LanQuest provided IT services to McManus & Darden LLP for over a decade (2000–2010) under an oral contract; invoices were traditionally paid.
- In December 2010 LanQuest submitted a Disputed Invoice for work July 2008–November 2010 totaling $90,541.40, which remained unpaid.
- The defendant contests the existence of a valid oral contract or, if it exists, its material terms and their definiteness.
- Key disputed terms include payment timing, invoicing schedule, Darden pre-approval for work, and quality/scope of services.
- Defendant asserts post-2008 terms (monthly invoicing and Darden pre-approval) altered prior practice; plaintiff argues course of conduct supports its position.
- No discovery had occurred; the court analyzes the record as submitted with affidavits and declarations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an enforceable oral contract existed | LanQuest asserts an oral contract existed governing IT services and payment. | McManus & Darden contends essential terms were not agreed and no binding contract formed. | Disputed; court finds there are genuine issues of material fact about contract existence/terms, so summary judgment denied on this issue. |
| Whether terms were sufficiently definite (price, payment, scope) | Terms were sufficiently definite, with agreed hourly rates and course of conduct supporting enforceability. | Critical terms (billing schedule, pre-approval, scope) are disputed and not sufficiently definite. | Disputed; material facts remain about term definiteness, precluding summary judgment. |
| Whether the November 2008 understanding modified the contract terms | Course of conduct and prior practice support plaintiff's position despite lack of writing. | November 2008 terms (monthly invoicing, Darden pre-approval) were new conditions intended to modify prior practice. | Disputed; modification by course of conduct not resolved; summary judgment inappropriate. |
| Whether LanQuest is entitled to the disputed invoice as a matter of law | Invoices reflect the value of services under an enforceable contract. | Invoice accuracy is questionable (double billing, unauthorized services) and subject to dispute. | Disputed; factual issues regarding invoicing and performance remain. |
| Whether discovery is necessary before ruling | Record supports summary judgment on the invoice. | Material facts require further discovery to ascertain contract terms and performance. | Disputed; court denies summary judgment pending discovery. |
Key Cases Cited
- Gaujacq v. EDF, Inc., 601 F.3d 565 (D.C.Cir.2010) (contract requires intention and agreement on material terms)
- Steven R. Perles, P.C. v. Kagy, 473 F.3d 1244 (D.C.Cir.2007) (enforceability requires agreement on essential terms)
- Rosenthal v. Nat'l Produce Co., 573 A.2d 365 (D.C.1990) (terms must be sufficiently definite for enforcement)
- EastBanc, Inc. v. Georgetown Park Assocs. II, L.P., 940 A.2d 996 (D.C.2008) (contract terms must be definite enough for performance/remedy)
- Monument Realty LLC v. Wash. Metro. Area Transit Auth., 535 F. Supp. 2d 60 (D.D.C.2008) (clear terms needed to determine breach and remedy)
- New Econ. Capital, LLC v. New Mkts. Capital Grp., 881 A.2d 1087 (D.C.2005) (course of conduct can modify contract terms)
- Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133 (Supreme Court 2000) (summary judgment standard; credibility not weighed on motion)
- Nortel Networks, Inc. v. Gold & Appel Transfer, S. A., 298 F. Supp. 2d 81 (D.D.C.2004) (intent to waive rights can be inferred from conduct)