Washington Investment Partners of Delaware, LLC v. Securities House
28 A.3d 566
D.C.2011Background
- WIP and appellees entered into a Letter Agreement to locate and facilitate Transpoint Building investment.
- The Asset Management Agreement (AMA) followed, detailing WIP's management duties and a fee structure including a payout on lease or sale.
- AMA contained an integration clause stating it embodied the entire understanding and terminated the Letter Agreement.
- Appellees terminated WIP as manager after alleging nonperformance and a WIP executive's departure; appellees later sold Transpoint for a profit.
- WIP sued for breach of contract and related claims; the trial court granted summary judgment on the Letter Agreement claim and the jury awarded damages to appellees on counterclaims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Effect of AMA integration clause | AMA does not extinguish Letter Agreement rights. | AMA integration clause plainly terminates Letter Agreement. | AMA integration clause valid; Letter Agreement terminated. |
| Consideration for AMA | AMA lacked new consideration since acts were already contemplated. | AMA was supported by valid consideration beyond Letter Agreement. | AMA supported by valid consideration; not void for lack of consideration. |
| Fraud in the inducement of AMA | Appellees induced AMA with misrepresentations (e.g., need for 100% ownership). | No genuine issue of material fact; representations not part of contract and were not relied upon. | No evidence of fraud in inducement; summary judgment proper. |
| Jury instructions | Proposed nonstandard joint venture and fiduciary-duty instructions should have been given. | Court properly instructed on relevant law; standard instructions adequate. | No reversible error; instructions, as a whole, fairly stated the law. |
| Prejudgment interest on counterclaim | Interests improperly awarded. | Interest appropriate where debt is liquidated and payable by usage. | Prejudgment interest properly awarded. |
Key Cases Cited
- GLM P'ship v. Hartford Cas. Ins. Co., 753 A.2d 995 (D.C.2000) (plain language controls when terms unambiguous)
- Bolling Fed. Credit Union v. Cumis Ins. Soc'y, Inc., 475 A.2d 382 (D.C.1984) (integration clauses can extinguish related obligations)
- Sloan v. Sloan, 66 A.2d 799 (D.C.1949) (new consideration required for further promises)
- Riggs Nat'l Bank v. District of Columbia, 581 A.2d 1229 (D.C.1990) (broad concept of liquidated debts and prejudgment interest)
- Williams v. District of Columbia, 902 A.2d 91 (D.C.2006) (fraud standard requires clear and convincing evidence)
- Drake v. McNair, 993 A.2d 607 (D.C.2010) (reasonable reliance standard in fraud cases)
- Hercules & Co. v. Shama Rest. Corp., 613 A.2d 916 (D.C.1992) (high standard for fraud in arm's-length business transactions)
- Beckman v. Farmer, 579 A.2d 618 (D.C.1990) (joint venture intent and control considerations)
- Fraser v. Gottfried, 636 A.2d 430 (D.C.1994) (joint venture guideposts and intent focus)
- Debnam v. Crane Co., 976 A.2d 193 (D.C.2009) (objective manifestation of intent governs contract interpretation)
- Wingfield v. Peoples Drug Store, Inc., 379 A.2d 685 (D.C.1977) (reversal of missing-instruction when general charge suffices)
- District Cablevision Ltd. v. Bassin, 828 A.2d 714 (D.C.2003) (prejudgment interest broadly available for liquidated debts)
- Bragdon v. Twenty-Five Twelve Associates Limited Partnership, 856 A.2d 1165 (D.C.2004) (overpayment as debt; prejudgment interest available)
- Unitherm Food Sys., Inc. v. Swift-Eckrich, Inc., 546 U.S. 394 (S. Ct. 2006) (court's approach to Rule 50(b) standards)
- Giant Food, Inc. v. Jack I. Bender & Sons, 399 A.2d 1293 (D.C.1979) (liquidated debt concept in prejudgment interest analysis)