840 F. Supp. 2d 287
D.D.C.2012Background
- Uhar seeks commissions from Jacob and Manna LLC under a brokerage agreement memorialized in a lease provision.
- Manna LLC is a Virginia LLC with Jacob as its sole member and manager; he acts as its agent.
- Lease section 25.8 contemplates paying Uhar 3% commissions to Landlord’s Broker.
- The lease was signed by Jacob and the tenant Specialized Education of D.C., Inc.
- The court previously held the lease terms satisfy the Statute of Frauds and now addresses agency, authority, and extent of services.
- There is a genuine factual dispute about whether Uhar actually performed brokerage services, leading to partial denial of summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Agency binding of Manna LLC | Uhar shows Jacob acted as Manna’s agent. | Jacob lacked authority to bind Manna LLC. | Manna LLC is a party via agency; Jacob had actual authority. |
| Statute of Frauds applicability | Lease memorializes essential terms; satisfies Statute of Frauds. | Defendants unaware of contents immunize them from enforceability. | Statute of Frauds does not bar claim. |
| Existence of brokerage services performed | Lease language confirms broker's efforts secured a tenant. | Plaintiff did not perform meaningful brokerage services. | Genuine dispute of material fact regarding plaintiff’s performance; summary judgment denied on this point. |
| Scope of principal’s liability under authority | Authority to execute agreements on behalf of Manna binds the principal. | Authority disputed; no binding contract. | Jacob acted within actual authority; Manna bound. |
| Effect of signed writing on contract enforceability | Written memorandum suffices under Statute of Frauds. | ignorance of terms is not a defense. | Written memorandum satisfied Statute of Frauds; no defense based on ignorance. |
Key Cases Cited
- Columbia Hosp. for Women Found., Inc. v. Bank of Tokyo-Mitsubishi Ltd., 15 F. Supp. 2d 1 (D.D.C. 1997) (agency authority and binding contracts by agents when within scope of authority)
- Toledano v. O’Connor, 501 F. Supp. 2d 127 (D.D.C. 2007) (principal bound when agent enters contract within actual authority)
- Arrington v. United States, 473 F.3d 329 (D.C. Cir. 2006) (evidence in support of allegations; standard for summary judgment)
- Coffin v. District of Columbia, 320 A.2d 301 (D.C. 1974) (statute of frauds writing sufficiency; signed by agent satisfies requirement)
- Tauber v. Quan, 938 A.2d 724 (D.C. 2007) (signing contract requires reader to read; ignorance is not a defense)
- Baltimore & O.R. Co. v. Morgan, 1910 WL 20828 (D.C. App. 1910) (contract ignorance not a defense; written contract duty to read)
- Upton v. Tribilcock, 93 U.S. 45 (U.S. 1875) (contracts valid even if signer did not read)