124 A.3d 612
D.C.2015Background
- Davis entered a third-party contract with the Seller to buy the 42-unit property for $7,650,000 on July 15, 2011.
- TOPA required the owner to offer the property to tenants and for TA to have a period to respond and secure financing.
- TA formed as a nonprofit to negotiate and acquire the property, submitting a tenant contract on January 12, 2012, after TA initially formed in August 2011.
- Settlement was set within 120 days and could be extended by up to 120 days to allow financing, with extensions needing to be reasonable and agreed.
- TA and the Seller extended negotiations with an amendment on November 2, 2012, but the September 10, 2012 settlement date passed without TA closing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether TA’s contract has priority over Davis’s third-party contract | Davis argues TA failed to extend negotiations; TA’s contract lapsed | Davis asserts TA did not validly extend; priority lies with Davis | TA contract did not have priority; Davis’s contract restored |
| Whether there was a valid extension/waiver of the settlement date under TOPA | TA moved to extend negotiations and claimed TOPA extensions were permissible | Seller and Davis did not agree to a valid extension; extension was not established prospectively | No valid extension; no meeting of the minds; settlement date lapsed and no waiver |
| Whether TA adequately alleged TOPA violations with sufficient specificity | TA asserted TOPA violations as a fallback to defeat Davis’s contract | TA failed to provide concrete, specific evidence of TOPA violations | TA’s TOPA allegations insufficient to prevail on summary judgment |
Key Cases Cited
- 1836 S St. Tenants Ass'n v. Estate of Battle, 965 A.2d 832 (D.C. 2009) (construction of TOPA requirements; offer and material terms must be bona fide)
- Richman Towers Tenants’ Ass’n v. Richman Towers LLC, 17 A.3d 590 (D.C. 2011) (TOPA framework; tenants’ rights trump third-party interests)
- Linen v. Lanford, 945 A.2d 1177 (D.C. 2008) (treats statutory extensions and timelines under TOPA)
- Independence Mgmt. Co. v. Anderson & Summers, LLC, 874 A.2d 862 (D.C. 2005) (reasonableness and extensions under TOPA must be prospectively defined)
- Coburn v. Heggestad, 817 A.2d 813 (D.C. 2003) (contract extensions and timelines standards)
- Reiman v. International Hosp. Grp., Ltd., 614 A.2d 925 (D.C. 1992) (settlement extensions and enforceability of agreements)
- Green v. Gibson, 613 A.2d 361 (D.C. 1992) (evidence and summary judgment standards in TOPA-related disputes)