Xenophon Strategies, Inc. v. Jernigan Copeland & Anderson, Pllc
268 F. Supp. 3d 61
| D.D.C. | 2017Background
- Xenophon Strategies, a strategic communications firm, contracted with Mississippi law firm Jernigan Copeland to provide PR and legal support related to anticipated tobacco-recovery litigation (Contract dated Oct. 20, 2014).
- Contract §4.1 stated Xenophon "will be compensated with a monthly retainer of $30,000 plus expenses," and required Xenophon to track hours and submit monthly invoices; Contract governed by D.C. law and terminable on 60 days' written notice.
- Xenophon performed services of acceptable quality but received no payments; Xenophon sued for breach seeking principal, pre- and post-judgment interest, and fees/costs.
- Jernigan Copeland acknowledged liability in some amount but argued §4.1 was ambiguous: the term "retainer" meant an advance deposit against which billed hours would be drawn (i.e., payment only for billed hours), and contended work ceased May 1, 2015.
- The court found §4.1 unambiguous under D.C. law, construed the $30,000 as a flat monthly fee plus expenses for services within the scope, awarded Xenophon damages of $314,456.37 and allowed prejudgment interest consistent with Contract §5.2.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Meaning of §4.1 ("monthly retainer of $30,000 plus expenses") | Retainer is a flat monthly fee payable regardless of hours; Xenophon entitled to $30,000/month + expenses. | "Retainer" is an advance deposit/security retainer; Xenophon only entitled to amounts for billable hours actually performed. | Court: §4.1 unambiguous; $30,000 is a flat monthly fee plus expenses for scope services. |
| Effect of invoice/hour-tracking language | Invoices and time summaries are accounting mechanisms, not evidence of an advance retainer to be drawn down. | Invoice and "detailed summary of billable time" show fees are billed against a retainer. | Court: Invoice/time-tracking do not create ambiguity and do not convert fee into an advance/drawdown retainer. |
| Termination and obligation to pay after May 1, 2015 | 60-day written notice required; Xenophon remained obligated to keep staff available and thus entitled to payment through the 60-day period after written termination on July 8, 2015. | Jernigan Copeland told Xenophon to stop May 1 and thus owes nothing after that date. | Court: Contract required 60-day written notice; Xenophon entitled to payment through contract term; payments due. |
| Damages and prejudgment interest | Xenophon sought $314,456.37 plus prejudgment interest at contract-authorized rate (its borrowing rate, treated as 5% compounded monthly in motion). | Defendant did not effectively contest amount or interest calculation. | Court awarded $314,456.37 and allowed prejudgment interest per Contract §5.2; required Xenophon to submit updated interest calculation. |
Key Cases Cited
- Joyner v. Estate of Johnson, 36 A.3d 851 (D.C. 2012) (unambiguous contract language governs; extrinsic evidence only if provision is ambiguous)
- Wharf, Inc. v. District of Columbia, 133 F. Supp. 3d 29 (D.D.C. 2015) (contract ambiguity is a question of law; apply objective meaning)
- Anderson v. Liberty Lobby, 477 U.S. 242 (1986) (summary judgment standards regarding genuine disputes of material fact)
- Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (movant’s burden on summary judgment and nonmovant’s need to show specific facts)
- Interstate Fire & Cas. Co. v. Washington Hosp. Ctr. Corp., 758 F.3d 378 (D.C. Cir. 2014) (usefulness of dictionary definitions in contract interpretation)