25 A.3d 930
D.C.2011Background
- Two Lamont Street properties (1822 single-family; 1824 2–4 unit) owned by Marian A.W. Morrison Revocable Living Trust; Bank serves as trustee.
- Laurie Morrison, as assignee for some tenants, sought TOPA first-refusal to match third-party offers for both properties.
- Roger Morrison, as assignee for other tenants, sought to purchase on the original, more favorable terms.
- Bank rejected all four Morrison offers; Morrisons filed four Superior Court suits with lis pendens against both properties.
- Trial court held TOPA allows only one offer per single-family, one per 2–4 unit, or one collective offer for larger buildings; rejects splitting rights.
- On appeal, court affirmed in part and reversed in part; Laurie’s offer to 1822 was rejected properly; issue of 1824 and later contract required notice and opportunity to match.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Who may assert TOPA rights in a single-family unit? | Morrison argues any tenant may exercise rights with assignees. | Bank argues rights must be exercised by a single representative per unit. | Only a single tenant/assignee per unit may engage TOPA rights. |
| May multiple tenants within a single-family unit pursue competing offers? | Morrison contends multiple competing offers should be allowed to protect tenants. | Bank contends statute limits to a single offer per unit to purchase. | TOPA does not permit competing individual offers within a single-family unit; one offer suffices. |
| Did the Bank owe a duty to notify Morrison assignees about the Harrison contract for 1824? | Morrisons claim failure to notify violated TOPA, preventing timely match. | Bank argues notices were moot due to lis pendens and later actions. | Bank violated TOPA by not timely notifying Morrisons of the Harrison contract, requiring opportunity to match. |
| Was Laurie’s 1824 offer to match Lloyd contract proper given prior bifurcated assignments? | Laurie held upstairs rights; attempt to match Lloyd was proper under TOPA. | Bank disputes validity due to assignments and later events; not necessary to resolve fully. | Court remanded/held need to allow Morrison match on 1824 under proper notice; affirmed re 1822 only. |
Key Cases Cited
- 1836 S Street Tenants Ass'n, Inc. v. Estate of B. Battle, 965 A.2d 832 (D.C.2009) (defines TOPA rights and bargaining obligations)
- Medrano v. Osterman, 885 A.2d 310 (D.C.2005) (structure of TOPA negotiation framework)