The Estate of Carthur L.M. Drake (“the Estate”), along with the Carthur L.M. Drake Trust (“Drake Trust”), Necia Drake Thompson, and Alvitra Drake,
I. Factual Background
This case arises out of litigation that started in 1996, when appellee St. Claire Drake renounced the will of her deceased estranged husband, Carthur L.M. Drake, and filed suit in probate court. The litigation originally resulted in a settlement agreement in 1998, but St. Claire Drake filed a separate action in Superior Court seeking to set aside the settlement agreement in 2005. The Superior Court dismissed the action.
The parties are now before us because of the appeal of a separate action brought by St. Claire Drake in February 2008, a Motion for Immediate Possession of Property Located at 1886 W Street, N.W., Washington, D.C.
St. Claire Drake’s motion was heard by Judge Eugene Hamilton on March 27, 2008. At the evidentiary hearing, St. Claire Drake testified that she had taken many steps to determine the status of the trustees’ negotiations with the IRS over the course of the past four years, including communications with the Estate’s attorney, calls to the trustees themselves, and at least one certified-mail letter. Overall, St. Claire Drake estimated that she had
For the Estate, Ms. Necia Drake Thompson, a co-trustee, testified that the Estate was paying $6,000 per month to the IRS to stay current on its debt. She admitted, however, that the Estate had not paid or settled any of the various claims the IRS had against the Estate. Moreover, Ms. Drake Thompson did not deny that the Estate had not communicated with the IRS or advanced their negotiations in at least four years. When asked by St. Claire Drake’s attorney how St. Claire Drake would have known if the IRS debt had been resolved, Ms. Drake Thompson opined that she would not know “if [the trustees] hadn’t called her,” which they admittedly never did.
St. Claire Drake asked the trial court to grant her possession of the property based on her “equitable owner’s interest” and urged the court to consider the following equitable factors: the fact that ten years have passed since the settlement agreement was reached and there has admittedly been no attempt to resolve the IRS liens in at least the past four years; the house on the property at issue has been vacant for at least five years; in that time, St. Claire Drake has paid over $100,000 in rent but has still never owned, or even rented, a house of her own;
Judge Hamilton found for St. Claire Drake and ruled that the resolution of the IRS liens constituted a condition precedent to the vesting of St. Claire Drake’s property rights. He concluded that “the [Estate] has failed to show by competent evidence that this condition precedent has not occurred, and [ ] has failed to show that [it] has acted diligently and in good faith with respect to what was necessary to be done by the trustee[s] in order to trigger the condition precedent....” Judge Hamilton ordered the Estate to execute a quitclaim deed transferring the title of the property to St. Claire Drake within twenty days of the order.
II. Standard of Review
“Settlement agreements are construed under ‘general principles of contract law.’ Accordingly, we enforce a valid and binding settlement agreement just like ‘any other contract.’ ”
III. Legal Analysis
The Estate asserts that the trial court erred when it ordered the Estate to execute a quitclaim deed conveying the property to St. Claire Drake, an unrequested remedy, because the condition precedent to the settlement agreement, the resolution of the IRS liens on the property, had not yet occurred.
A. Condition Precedents and the Prevention Doctrine
Both parties agree that the 1998 settlement agreement contained a condition precedent, “the IRS Settlement and the Release of the IRS Liens.”
Here, the trial judge explicitly found that the Estate “failed to show by compe
The Estate maintains that the condition precedent has not yet occurred, but we need not resolve that issue because we hold that the trial judge did not clearly err in finding that, under the doctrine of prevention, the Estate’s failure to attempt to satisfy the condition precedent constituted a breach of the settlement agreement in this case.
The settlement agreement did not specify a time period for the satisfaction- of the condition precedent. This jurisdiction applies the default “reasonable time” for performance where the time period is not specified.
The Estate also argues that the trial court improperly shifted the burden of proof.
It is only required that the breach have substantially contributed to the non-occurrence. Nevertheless, if it can be shown that the condition would not have occurred regardless of the lack of cooperation, the failure of performance did not substantially contribute to its nonoccurrence and the rule does not apply. The burden of showing this is properly thrown on the party in breach.24
The evidence presented at the evidentiary hearing sufficiently established the Estate’s bad faith conduct and its prevention of the occurrence of the condition precedent. The Estate presented no evidence or testimony to the contrary. Therefore, it failed to meet its burden of showing that it did not substantially contribute to the non-occurrence of the condition precedent.
C. Award of Title was a not a Requested Remedy
The Estate urges us to reverse the lower court’s order in light of the fact that it granted a remedy not requested by St. Claire Drake, and thus denied the Estate fair notice that title to the property would be at stake at the evidentiary hearing. The Estate provides no case law to support its position. While the trial judge’s ordered relief went beyond that requested by St. Claire Drake, the remedy was proper under the doctrine of prevention. That doctrine instructs that a condition precedent is excused where a party’s non-performance prevented the occurrence of the condition. Thus, an appropriate remedy is to enforce the contract despite the non-occurrence. Enforcement of the settlement agreement was a legal and appropriate remedy for the Estate’s breach, and the trial judge did not clearly err in so ordering.
IV. Conclusion
We find no clear error in the order below and affirm. St. Claire Drake shall retain the quitclaim deed to the property as executed by the Estate on November 13, 2008.
Affirmed.
. This opinion will refer to the appellants collectively as the Estate. Necia Drake Thompson and Alvitra Drake are daughters of Carthur Drake from previous relationships.
. "A condition precedent may be defined as ‘an event, not certain to occur, which must occur, unless its non-occurrence is excused, before performance under a contract becomes due.' ” Washington Props., Inc. v. Chin, 760 A.2d 546, 549 (D.C.2000) (quoting Restatement (Second) of Contracts § 224(1981)). See Brier v. Orenberg, 90 A.2d 832, 833 (D.C.1952) (condition precedent is "a fact which must exist or occur before a duty of immediate performance of a promise could arise”).
. The Superior Court determined that St. Claire Drake's claims alleging fraud and negligent misrepresentation were not only time barred but also foreclosed by the settlement agreement. Drake v. McNair, 993 A.2d 607, 610 (D.C.2010) (describing the Superior Court’s holding).
. Drake v. McNair, supra note 3 (upholding the validity of the settlement agreement and rejecting St. Claire Drake's allegations of fraud and negligent misrepresentation).
. In this motion, St. Claire Drake made it clear that she was not requesting title to the property, but rather mere possession, concluding "[p]laintiff underscores that it is not presently seeking an order to transfer title, but only an order of this court consistent with its equitable powers seeking immediate possession of the subject property.” She presumably stressed this point because she recognized the conflict between her attempt to rescind the 1998 settlement agreement, which was pending at the time she filed this suit, with her current attempt to enforce a portion of the same agreement.
. St. Claire Drake splits her time between her mother’s home in St. Louis, Missouri, where she pays the rent, and a friend's home in Maryland. She is a flight attendant based out of Dulles airport so she spends considerable time traveling, but she testified that she still needs a home base.
. Judge Hamilton further held that the Estate could only stay enforcement of this order pending appeal by posting an $800,000 bond.
. Dyer v. Bilaal, 983 A.2d 349, 354 (D.C.2009) (quoting Goozh v. Capitol Souvenir Co., 462 A.2d 1140, 1142 (D.C.1983); Rommel v. West Am. Ins. Co., 158 A.2d 683, 684-85 (D.C.1960)).
.Lee Washington, Inc. v. Washington Motor Truck Transp. Emp. Health & Welfare Trust, 310 A.2d 604, 606 (D.C.1973) (“[T]he existence of such a condition precedent and whether it has been met are questions of fact.”) (citing Washington Tent & Awning, Co. v. 818 Ranch, Inc., 248 A.2d 126, 127 (D.C.1968)).
. Id.
. In its motion to vacate the trial court's order, the Estate argued that the trial court lacked jurisdiction to issue its order because the 1998 settlement agreement was a final judgment, and this court has repeatedly held that a trial court cannot "reopen a final definitive judgment once issued and markedly change its nature and effect.” Olivarius v. Stanley J. Samoff Endowment for Cardiovascular Sci, Inc., 858 A.2d 457, 463 (D.C.2004) (internal citation omitted). This argument misconstrues the trial court's order. The order did not reopen the settlement agreement by changing its terms; rather, the order enforced the settlement agreement.
. The relevant portion of the settlement agreement reads; "Within 20 days following the IRS Settlement and Release of the IRS Liens, the Drake Trust will cause a quitclaim deed to the Property to be executed in favor of Plaintiff or her designee.”
. Aronoff v. Lenkin Co., 618 A.2d 669, 682 (D.C.1992) (quoting 5 Williston, A Treatise on the Law of Contracts, § 677, 224 (3d ed.1961)). See also Urban Masonry Corp. v. N & N Contractors, Inc., 676 A.2d 26, 36 (D.C.1996) (holding that a party "cannot benefit from its willful hindrance of the condition precedent, and is therefore liable for its breach”) (citing 3 Corbin, Corbin on Contracts, § 570, 571, 770 (1960 & 1994 Supp.)) (other internal citations omitted).
. Id. (quoting Shear v. Nat'l Rifle Ass'n, 196 U.S.App.D.C. 344, 348, 606 F.2d 1251, 1255 (1979)); R.A. Weaver and Assocs., Inc. v. Haas & Haynie Corp., 213 U.S.App.D.C. 404, 412, 663 F.2d 168, 176 (1980) (internal quotation marks and ellipses omitted).
. Id.
. Id. at 683 n. 25 (quoting R.A. Weaver, supra note 14, 213 U.S.App.D.C. at 412, 663 F.2d at 176). Indeed, the Restatement (Second) of Contracts § 245 (1979) states: "Where a party's breach by non-performance contributes materially to the non-occurrence of a condition of one of his duties, the non-occurrence is excused.”
. Id.
. Corbin on Contracts § 40.19, supra note 13, states: "In a good many cases ... the promisor’s prevention of the fulfillment of the condition is itself regarded as a breach of contract. The court finds that the promisor has made an implied promise not to prevent or make the performance of the condition more difficult.” While many of these cases deal with construction contracts, there is no reason that the same rationale cannot equally apply to this settlement agreement.
. Fox v. Johnson & Wimsatt, Inc., 75 U.S.App.D.C. 211, 217, 127 F.2d 729, 735 (1942) ("The rule of reasonableness supplies the time element generally when it is not specified.”).
. Urban Masonry Corp. v. N & N Contractors, Inc., supra note 13.
.St. Claire Drake underscores the emphasis on good-faith dealing in the doctrine of prevention, quoting Williston on Contracts § 39.6, supra note 13: "[T]he additional duty of good faith and fair dealing imposed ... may require some cooperation on his part, either by refraining from conduct that will prevent or hinder the occurrence of that condition or by taking affirmative steps to cause its occurrence....”
We agree that the trustees have acted in bad faith and that fundamental fairness and good public policy weigh in favor of upholding the trial judge's ruling for appellee. The trial judge appropriately found that “the defendant has a burden to show that he has acted diligently and in good faith, with respect to procedure, which will trigger the condition precedent_[a]nd no such competent evidence was offered during the course of this trial.”
. We decline to address whether the burden of proving that the condition precedent did not occur should have been placed on the Estate because we are affirming the trial judge's order based on his determination that the trustees acted in bad faith and prevented the occurrence of the condition precedent, not on the ground that the Estate did not prove that the condition precedent had not yet occurred.
. Supra note 14, 196 U.S.App.D.C. at 348, 606 F.2d at 1255.
. Id. at 350, 1257 (quoting Restatement (Second) of Contracts § 269) (emphasis added).