950 F. Supp. 2d 201
D.D.C.2013Background
- Osseiran sued the IFC in DC District Court for breach of a confidentiality agreement regarding MECG share negotiations.
- Bench trial conducted May 1–6, 2013, with five witnesses and exhibits.
- Court found a confidentiality contract existed and was breached, but damages were not proven beyond nominal damages.
- IFC owned about 10.8% and Barclays about 16% of MECG; Osseiran owned ~1.5%.
- Negotiations occurred in 2005; bank guarantees were never obtained and no signed transfer occurred.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a valid confidentiality contract existed | Osseiran asserts a binding agreement arose orally with consideration. | IFC disputes existence of enforceable contract or required writing/approval. | Yes; a valid contract existed with intention to be bound and bargained-for consideration. |
| Whether IFC breached the confidentiality obligation | Van Bilsen disclosed negotiations to Khairallah and others. | IFC did not breach or disclosure was permissible none of the disclosed details violated the agreement. | Yes; van Bilsen breached by disclosing negotiations; November disclosures further breached. |
| Damages causation and entitlement to relief | IFC's breach caused Osseiran’s damages (loss of opportunity, control, profits). | No proven damages causally linked to breach; other factors contributed. | Damages not proven; nominal damages awarded ($1) due to breach. |
Key Cases Cited
- Tsintolas Realty Co. v. Mendez, 984 A.2d 181 (D.C. 2009) (damages require proof of causation in breach of contract actions)
- Kramer Assocs., Inc. v. Ikam, Ltd., 888 A.2d 247 (D.C. 2005) (contract elements; intent and completeness; consideration not always written)
- Jack Baker, Inc. v. Office Space Dev’t Corp., 664 A.2d 1236 (D.C. 1995) (express contract requires offer, acceptance, and consideration)
- Wash. Inv. Partners of Del., LLC v. Sec. House, K.S.C.C., 28 A.3d 566 (D.C. 2011) (whether consideration and contract formation are present in confidentiality agreements)
- Eastbanc, Inc. v. Georgetown Park Assocs. II, L.P., 940 A.2d 996 (D.C. 2008) (consideration and bargain-for exchange sustain contract validity)