WHOLE FOODS MARKET GROUP, INC. v. WICAL LIMITED PARTNERSHIP
1:17-cv-01079
D.D.C.Oct 24, 2019Background
- Whole Foods Market Group, Inc. operated a Georgetown store that closed after a rodent infestation; it sued landlord Wical Limited Partnership and seeks multiple categories of damages related to the closure.
- Wical moved to strike Whole Foods’ damages claims for: repairs/improvements, lost profits, loss of employees, harm to goodwill/reputation, value of future leasehold, relocation expenses, and disgorgement.
- The Court previously denied both parties’ summary judgment motions, finding disputed facts about which party caused the infestation; liability remains unresolved.
- Applicable law: under D.C. law plaintiff must prove the fact of damage and a reasonable estimate; Fed. R. Civ. P. 26 requires computations and supporting materials and Rule 37 sanctions for failures to disclose.
- The Court found Whole Foods produced enough disclosures (emails, spreadsheets, payroll estimates, profit/loss statements, invoices, escrowed rent payments, etc.) to survive a motion to strike at this stage; striking damages now would be premature.
- The Court emphasized that all damages claims remain contingent on Whole Foods prevailing on the merits; survival of the claims for now does not guarantee recovery at trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether lease bars consequential damages | Whole Foods: consequential damages may be recoverable if closure was excused under force majeure or if landlord breached first | Wical: lease bars all consequential damages from tenant’s failure to continuously operate | Court: Consequential damages are not categorically barred; resolution depends on who first materially breached (trial issue) |
| Whether Whole Foods failed to provide computations for several categories (loss of employees, goodwill, future leasehold, relocation, disgorgement) | Whole Foods: produced emails, spreadsheets, press coverage, deposition testimony, escrow records sufficient for now; some amounts not yet calculable | Wical: disclosures are inadequate; claimant failed to provide required computations and documents | Court: Disclosures are sufficient at this stage; some categories necessarily imprecise or contingent but not strike-worthy now |
| Whether lost-profits claim must be stricken for lack of expert/support | Whole Foods: produced spreadsheets, P&L statements (2012–2017), emails, and witness lists; expert not always required | Wical: Whole Foods failed to disclose an expert and provided no adequate support for $4,862,480 claim | Court: No categorical expert requirement; Whole Foods provided enough documentary and witness bases to survive a motion to strike; merits for trial |
| Whether repairs/improvements damages lack support | Whole Foods: produced invoices, vendor contracts, remodeling emails, spreadsheets and pest-control costs | Wical: insufficient supporting documentation | Court: Evidence produced suffices to avoid striking the claim at this stage |
Key Cases Cited
- Bedell v. Inver Hous., Inc., 506 A.2d 202 (D.C. 1986) (plaintiff must establish both fact of damage and a reasonable estimate)
- W.G. Cornell Co. v. Ceramic Co., 626 F.2d 990 (D.C. Cir. 1980) (damages require reasonable basis for computation)
- Romer v. District of Columbia, 449 A.2d 1097 (D.C. 1982) (damages need not be proven with mathematical certainty but require reasonable basis)
- Magdalene Campbell & Fort Lincoln Civic Ass'n v. Ford Lincoln New Town Corp., 55 A.3d 379 (D.C. 2012) (premature to resolve damages before trial; probabilistic proof permissible)
- Trs. of the Univ. of D.C. v. Vossoughi, 963 A.2d 1162 (D.C. 2009) (damages awards may rest on probable and inferential considerations)
- District of Columbia v. Davis, 386 A.2d 1195 (D.C. 1978) (expert required when issue is beyond ken of average layman)
- Columbus Properties v. O’Connell, 644 A.2d 444 (D.C. 1994) (expert testimony not always required for commercial lease damage valuations)